Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
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Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following table presents certain information concerning our Board of Directors and executive officers.
| Name | Age | Position(s) | ||
| Henry R. Kravis | 82 | Co-Executive Chairman and Director | ||
| George R. Roberts | 82 | Co-Executive Chairman and Director | ||
| Joseph Y. Bae | 54 | Co-Chief Executive Officer and Director | ||
| Scott C. Nuttall | 53 | Co-Chief Executive Officer and Director | ||
| Craig Arnold | 65 | Director | ||
| Timothy R. Barakett | 60 | Director | ||
| Adriane M. Brown | 67 | Director | ||
| Matthew R. Cohler | 48 | Director | ||
| Mary N. Dillon | 64 | Director | ||
| Arturo Gutiérrez Hernández | 59 | Director | ||
| Xavier B. Niel | 58 | Director | ||
| Kimberly A. Ross | 60 | Director | ||
| Patricia F. Russo | 73 | Director | ||
| Robert W. Scully | 76 | Director | ||
| Evan T. Spiegel | 35 | Director | ||
| Robert H. Lewin | 46 | Chief Financial Officer | ||
| Dane E. Holmes | 55 | Chief Administrative Officer | ||
| Kathryn K. Sudol | 51 | Chief Legal Officer and General Counsel |
Henry R. Kravis co-founded KKR in 1976 and serves as our Co-Executive Chairman. Mr. Kravis was our Co-Chief Executive
Officer until 2021 and is actively involved in managing the firm. Mr. Kravis currently serves on the boards of Axel Springer and
Catalio Capital Management, LP. He also serves as a director, chairman emeritus, trustee or executive committee member of
several cultural, professional, and educational institutions, including The Business Council (former chairman), Claremont
McKenna College, Columbia Business School (former co-chairman), Mount Sinai Hospital, the Partnership for New York City
(former chairman), the Partnership Fund for New York City (founding chairman), Rockefeller University (former vice
chairman), and Sponsors for Educational Opportunity (chairman). He earned a B.A. from Claremont McKenna College in 1967
and an M.B.A. from the Columbia Business School in 1969. Mr. Kravis has five decades of experience financing, analyzing, and
investing in public and private companies, as well as serving on the boards of a number of KKR portfolio companies. As our Co-
Founder, Co-Executive Chairman and former Co-Chief Executive Officer, Mr. Kravis has an intimate knowledge of KKR's
business, which allows him to provide insight into various aspects of our business and is of significant value to our Board of
Directors. Mr. Kravis and Mr. Roberts are first cousins.
George R. Roberts co-founded KKR in 1976 and serves as our Co-Executive Chairman. Mr. Roberts was our Co-Chief
Executive Officer until 2021 and is actively involved in managing the firm. Mr. Roberts has served as a director or trustee of
several cultural and educational institutions, including Claremont McKenna College. He is also Founder and Chairman of the
board of directors of REDF, a San Francisco nonprofit organization. He earned a B.A. from Claremont McKenna College in 1966
and a J.D. from the University of California (Hastings) Law School in 1969. Mr. Roberts has five decades of experience
financing, analyzing, and investing in public and private companies, as well as serving on the boards of a number of KKR
portfolio companies. As our Co-Founder, Co-Executive Chairman and former Co-Chief Executive Officer, Mr. Roberts has an
intimate knowledge of KKR's business, which allows him to provide insight into various aspects of our business and is of
significant value to our Board of Directors. Mr. Roberts and Mr. Kravis are first cousins.
Joseph Y. Bae joined KKR in 1996 and is our Co-Chief Executive Officer. Prior to his current position, he served as our Co-
President and Co-Chief Operating Officer from 2017 to 2021, and he has been a member of our Board of Directors since July
- Mr. Bae has held numerous leadership roles at KKR. He was the architect of KKR’s expansion in Asia, building one of the
largest and most successful platforms in the market. In addition to his role developing KKR’s Asia-Pacific platform, he has
presided over business building in the firm’s private markets businesses, which included leading or serving on all of the
investment committees and implementing the firm’s modern thematic investment approach. He is active in a number of non-
profit educational and cultural institutions, including co-founding and serving on the board of The Asian American Foundation,
as a member of Harvard University’s Global Advisory Council, and as a member of the Harvard Corporation. Mr. Bae’s intimate
knowledge of KKR’s business and operations and his experience in a variety of senior leadership roles within KKR provide
significant value to our Board of Directors.
Scott C. Nuttall joined KKR in 1996 and is our Co-Chief Executive Officer. Prior to his current position, he served as our Co-
President and Co-Chief Operating Officer from 2017 to 2021, and he has been a member of our Board of Directors since July
- Mr. Nuttall has had numerous leadership roles at KKR. He was the architect of the firm’s major strategic development
initiatives, including leading KKR’s public listing, developing the firm’s balance sheet strategy, overseeing the development of
KKR’s Public Markets businesses in the credit and hedge fund space as well as the creation of the firm’s capital markets,
capital raising, and insurance businesses. Mr. Nuttall serves on KKR’s Balance Sheet Committee. He was a member of the
board of directors of Fiserv, Inc. until 2022. He has also served on the boards of various non-profit institutions with a
particular focus on education, most recently as Co-Chairman of Teach for America – New York. Mr. Nuttall's intimate
knowledge of KKR's business and operations and his experience in a variety of senior leadership roles within KKR provide
significant value to our Board of Directors.
Craig Arnold has been a member of our Board of Directors since September 2025. Mr. Arnold is the former Chairman of
the Board and Chief Executive Officer of Eaton Corporation, a global intelligent power management company. Prior to
becoming Chairman and Chief Executive Officer in 2016 (a position he held until May 2025), Mr. Arnold served as the
President and Chief Operating Officer of Eaton Corporation. Prior to that, Mr. Arnold served as Vice Chairman and Chief
Operating Officer of Eaton Corporation’s Industrial Sector from 2009 to 2015. Mr. Arnold previously worked for General
Electric Company, where he held roles across the Appliances, Plastics and Lighting businesses. He currently is a member of the
Boards of Directors of Medtronic, where he serves as the lead independent director, Honeywell, Procter & Gamble, the
United Way of Greater Cleveland and the Salvation Army of Greater Cleveland. He graduated from California State University,
San Bernardino with a bachelor’s degree, and obtained a Master of Business Administration from Pepperdine University. Mr.
Arnold brings significant value to our Board of Directors from his extensive leadership, strategy and risk management
experience from his years of leadership at large multinational companies and possesses strong corporate governance acumen
and financial oversight skills from service on multiple public company boards of directors.
Timothy R. Barakett has been a member of our Board of Directors since March 2025. Mr. Barakett is the Founder and
Chief Executive Officer of TRB Advisors, a private investment firm and family office. TRB invests directly in public and private
markets and provides capital and strategic support to a number of investment firms. Prior to founding TRB in 2010, Mr.
Barakett was the Founder and Chief Executive Officer of Atticus Capital, a global investment management firm. Before
founding Atticus in 1995, Mr. Barakett was a Managing Director at Junction Advisors, an investment management company
specializing in risk arbitrage, and earlier in his career, he was a Senior Associate at Battery Ventures, a venture capital firm.
Mr. Barakett is the Treasurer of Harvard University, a Fellow of the Harvard Corporation, and the Chair of the Board of the
Harvard Management Company, which manages Harvard University's endowment. He also serves on the boards of directors
of Athletic Brewing Company and Rethink Food NYC and the Advisory Boards of Commodore Capital, Forward Consumer
Partners, and Charter Oak Advisors. Mr. Barakett's extensive leadership and financial experience in the investment
management industry and with a large university provides our Board of Directors with significant financial, risk management,
and unique industry insight expertise.
Adriane M. Brown has been a member of our Board of Directors since June 2021. Ms. Brown joined Flying Fish Ventures
as a Venture Partner in November 2018 and became a Managing Partner of the venture capital firm in February 2021. Prior to
that, Ms. Brown served as President and Chief Operating Officer for Intellectual Ventures, an invention and investment
company, from January 2010 through July 2017, and served as a Senior Advisor until December 2018. Before joining
Intellectual Ventures, Ms. Brown served as President and Chief Executive Officer of Honeywell Transportation Systems. Over
the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets globally.
Prior to Honeywell, Ms. Brown spent 19 years at Corning, Inc., ultimately serving as Vice President and General Manager,
Environmental Products Division, having started her career there as a shift supervisor. Ms. Brown serves on the boards of
directors of American Airlines Group Inc., Axon Enterprise, Inc., eBay Inc., and the International Women's Forum. Ms. Brown
previously served on the boards of directors of Allergan Plc and Raytheon Company until 2020. Ms. Brown holds a Doctorate
of Humane Letters and a bachelor’s degree in environmental health from Old Dominion University, and is a winner of its
Distinguished Alumni Award. She also holds a master’s degree in management from the Massachusetts Institute of
Technology where she was a Sloan Fellow. Ms. Brown’s leadership in technology businesses and industrial companies as well
as her investment and financial experience bring important expertise to the oversight and development of our business.
Matthew R. Cohler has been a member of our Board of Directors since December 2021. Mr. Cohler is a former General
Partner at the venture capital firm Benchmark, where for over a decade he led early-stage investments in Internet and
software startup businesses. He currently serves as a director and nominating and governance committee member at Asana,
as a director and audit committee member at 1stDibs and as a director at several privately held companies. Previously he
served as a director, audit committee member, and nominating and governance committee member at Domo, as a director
and audit committee member at Uber and as a director at privately held companies including Duo Security, Instagram and
Tinder. Prior to Benchmark, Mr. Cohler was Vice President at Facebook, where he was the company’s seventh employee, and
Vice President at LinkedIn, where he was part of the company’s founding team. He serves on the board of trustees at
Environmental Defense Fund (Vice Chair), on the board of governors at the San Francisco Symphony (Vice President) and on
the investment committee at the Chan Zuckerberg Initiative and at the Yale Investments Office. He holds a B.A. from Yale
University, cum laude and with distinction in the study of music. Mr. Cohler’s knowledge and experience as a venture
capitalist and director of multiple leading companies in the technology industry bring to our Board of Directors important
insight and perspectives to our business and future development.
Mary N. Dillon has been a member of our Board of Directors since September 2018. From September 2022 to September
2025, Ms. Dillon was the Chief Executive Officer of Foot Locker, Inc. (and President from September 2022 to March 2025) and
a member of its board of directors. From 2013 to 2022, Ms. Dillon served as a member of the board of directors of Ulta
Beauty, Inc., a beauty products retailer, and was its Executive Chair from June 2021 through June 2022 and Chief Executive
Officer from 2013 to June 2021. From 2010 to 2013, she served as President and Chief Executive Officer and member of the
board of directors of United States Cellular Corporation, a provider of wireless telecommunication services. From 2005 to
2010, Ms. Dillon served as Global Chief Marketing Officer and Executive Vice President of McDonald’s Corporation. From 2002
to 2005, Ms. Dillon held several positions of increasing responsibility at PepsiCo Corporation, including as President of the
Quaker Foods division. Ms. Dillon joined the board of directors of Starbucks in January 2016 and served as chair of its
compensation and management development committee, and as a member of the nominating and corporate governance
committee through August 2022. Ms. Dillon is chair of the board of trustees of Save the Children US since 2025 after having
served on the board of trustees from 2016 to 2023. Ms. Dillon provides our Board of Directors with valuable knowledge and
insights she gained through her various senior management and leadership roles, including as the chief executive officer of a
publicly traded company. In addition, with over 40 years of experience in consumer-driven businesses, Ms. Dillon brings to our
Board of Directors her extensive operational and marketing expertise in the retail industry.
Arturo Gutiérrez Hernández has been a member of our Board of Directors since March 2021. Mr. Gutiérrez has served as
the Chief Executive Officer of Arca Continental, one of the largest Coca-Cola bottlers in the world, since January 2019. Mr.
Gutiérrez held several executive positions in the company from 2001 to 2018, including Deputy Chief Executive Officer, Chief
Operating Officer, Head of the Mexico Beverages Division, Executive Vice President of Human Resources, Director of
Corporate Planning and General Counsel. He serves on several boards of industry-related companies and on the board of
Canadian Pacific Kansas City Limited. He also serves on the Coca-Cola Mexico Foundation. Mr. Gutiérrez earned a law degree
from Escuela Libre de Derecho, in Mexico City, and an L.L.M. from Harvard University, as a Fulbright Scholar. Mr. Gutiérrez
provides our Board of Directors with valuable knowledge, perspectives and insights from his leadership of a large
multinational business based in Latin America and from his broad experience in various aspects of the consumer staples,
including operational, financial, business development, and legal areas.
Xavier B. Niel has been a member of our Board of Directors since March 2018. Mr. Niel is the Founder and Chairman of
the board of Iliad SA, a French telecommunications company that owns the internet provider Free and the low-cost mobile
operator Free Mobile. Mr. Niel also owns majority stakes in telecom operators in various countries. He has been involved in
the data communications, internet, and telecommunications industry since the late 1980s. In 2010, Mr. Niel founded Kima
Ventures SAS, which is an active early-stage investor. In 2013, he created 42, a school that trains computer specialists in
France, and in 2017, he opened Station-F, a startup campus located in Paris. Mr. Niel brings significant value to our Board of
Directors due to his extensive experience as an entrepreneur who founded multiple companies, in addition to his leadership
and technology experience.
Kimberly A. Ross has been a member of the Board of Directors since September 2023. Ms. Ross is a member of the board
of directors of Northrop Grumman Corporation and The Cigna Group. Ms. Ross served as Chief Financial Officer of WeWork
Inc. from March 2020 through October 2020. Ms. Ross served as Senior Vice President and Chief Financial Officer of Baker
Hughes Company, an energy technology company, from September 2014 to July 2017. Before joining Baker Hughes, Ms. Ross
served as Executive Vice President and Chief Financial Officer of Avon Products, Inc., a global manufacturer and marketer of
beauty and related products, from November 2011 until October 2014. Prior to joining Avon, Ms. Ross served as the Executive
Vice President and Chief Financial Officer of Royal Ahold N.V., a food retail company, from 2007 to 2011 and held a variety of
senior management positions during her tenure there, which began in 2001. She has previously served as a director of Nestlé
S.A. from 2018 through 2024, KKR Acquisition Holdings I Corp from 2021 through 2022, and Chubb Limited from 2014 through
- Ms. Ross has significant international business experience through her service as an executive of large public companies
with international operations. Ms. Ross also provides our Board of Directors with valuable knowledge and experience in
corporate finance, financial planning and analysis, strategy, mergers and acquisitions, corporate restructuring, financial
reporting, and internal audit as well as IT operations oversight.
Patricia F. Russo has been a member of our Board of Directors since April 2011. Ms. Russo served as Chief Executive
Officer of Alcatel-Lucent from 2006 to 2008. Prior to the merger of Alcatel and Lucent in 2006, she served as Chairman of
Lucent Technologies, Inc. from 2003 to 2006, and as President and Chief Executive Officer from 2002 to 2006. Before rejoining
Lucent in 2002, Ms. Russo was President and Chief Operating Officer of Eastman Kodak Company from March 2001 to
December 2001. She has served as the Chairman of Hewlett Packard Enterprise Company since 2015, as a director of Merck &
Co., Inc. since 2009 and as a director of General Motors Company since 2009, including as lead independent director from
March 2010 to January 2014 and again since June 2021. Prior to its merger with Merck in 2009, Ms. Russo served as a director
of Schering-Plough since 1995, and she served as a director of Hewlett Packard Company from 2011 to November 2015. From
November 2016 to May 2018, Ms. Russo also served on the board of Arconic Inc., which separated from Alcoa Inc., where Ms.
Russo served as a director from 2008 to November 2016. She graduated from Georgetown University with a bachelor’s degree
in political science and history, and obtained an Advanced Management Degree from Harvard Business School’s Advanced
Management Program. Ms. Russo's management and leadership experience as chief executive officer of complex global
companies as well as her experience with corporate strategy, mergers and acquisitions, and sales and marketing brings to our
Board of Directors important expertise to the oversight and development of our business. Ms. Russo also brings extensive
experience in corporate governance as a member of boards and board committees of other public companies.
Robert W. Scully has been a member of our Board of Directors since July 2010. Mr. Scully was a member of the Office of
the Chairman of Morgan Stanley from 2007 until his retirement in 2009, where he had previously been Co-President of the
firm, Chairman of global capital markets and Vice Chairman of investment banking. Prior to joining Morgan Stanley in 1996, he
served as a Managing Director at Lehman Brothers and at Salomon Brothers. Mr. Scully has served as a director of Chubb
Limited since January 2016, and prior to its acquisition of Chubb Limited, a director of ACE Limited from May 2014 to January
- Previously, he was a director of Zoetis Inc. from June 2013 to May 2025, a director of UBS Group AG from May 2016 to
April 2020, a director of Bank of America Corporation from August 2009 to May 2013 and a public governor of the Financial
Industry Regulatory Authority, Inc. from October 2014 to May 2016. He has also served as a director of GMAC Financial
Services and MSCI Inc. He holds an A.B. from Princeton University and an M.B.A. from Harvard Business School. Mr. Scully is a
member of the Nassau Hall Society at Princeton University. Mr. Scully previously was Chair and Co-Chair of Teach for America,
New York, and he previously served on the Board of Teach For All and the Board of Dean’s Advisors of Harvard Business
School. Mr. Scully's 35-year career in the financial services industry brings to our Board of Directors important expertise to the
oversight of our business. In addition, his leadership experience with a global financial services company brings an industry
perspective to our business development within and outside the United States as well as issues such as talent development,
senior client relationship management, strategic initiatives, risk management and audit, and financial reporting.
Evan T. Spiegel has been a member of our Board of Directors since October 2021. Mr. Spiegel is the Co-Founder of Snap
Inc., a publicly traded technology company that believes the camera represents the greatest opportunity to improve the way
that people live and communicate, and has served as its Chief Executive Officer and a member of its board of directors since
- In 2017, Mr. Spiegel formed the Spiegel Family Fund, a non-profit humanitarian organization which supports
organizations across the arts, education, housing and human rights. Mr. Spiegel currently serves on the boards of directors of
Snap Inc. and the Berggruen Institute. Mr. Spiegel holds a bachelor’s degree in Engineering, Product Design from Stanford
University. Mr. Spiegel’s experience as a co-founder and executive of a leading company in technology services brings to our
Board of Directors important insight and perspectives to our business and future development.
Robert H. Lewin joined KKR in 2004 and is our Chief Financial Officer. Since joining KKR, Mr. Lewin has held a number of
positions, including as an investor in private equity, co-leading the firm’s credit and capital markets businesses, serving as
Treasurer and Head of Corporate Development and Head of Human Capital & Strategic Talent. From 2006 through 2010, Mr.
Lewin resided in Hong Kong, helping to launch KKR’s Asia business. Mr. Lewin has a Bachelor of Science from the University of
Pennsylvania. He currently serves on the board of two non-profit organizations: Answer the Call and Ethical Culture Fieldston
School.
Dane E. Holmes joined KKR as Chief Administrative Officer in 2023. Prior to becoming the Chief Administrative Officer,
Mr. Holmes was a member of our Board of Directors from March 2021 to December 2023. Mr. Holmes was previously the
Chairman and Chief Executive Officer of Eskalera, Inc., from 2020 to 2023, an enterprise software company he co-founded.
Prior to Eskalera, Mr. Holmes was the Global Head of Human Capital Management at Goldman Sachs from 2017 to 2019 and
served as a member of the firm’s management committee. He held many positions at Goldman Sachs from 2001 to 2017,
including global head of investor relations, and Mr. Holmes served on a variety of committees, including its risk committee,
client and business standards committee, and global diversity committee. Mr. Holmes serves on several non-profit boards and
is currently the chair of StoryCorps and the former chair and current board member of The Ron Brown Scholar Program. Mr.
Holmes earned a B.A. from Columbia University.
Kathryn K. Sudol joined KKR in 2022 and is our Chief Legal Officer and General Counsel. Prior to her current position, she
served as KKR's General Counsel from September 2022 through March 2023 and its Secretary from September 2022 through
June 2023. Prior to joining KKR, Ms. Sudol was a partner with Simpson Thacher & Bartlett LLP for 24 years where she held
numerous leadership roles, including as Global Co-Head of Mergers & Acquisitions, a long-time member of the firm’s
Executive Committee and head of the firm’s M&A practice in Asia from 2010 through 2018. Ms. Sudol currently serves as a
member of the Board of Trustees of New York University School of Law and as a member of the Northwestern University
School of Communication Board of Advisors. She earned a B.S., with honors, from Northwestern University and a J.D. from
New York University School of Law.
Independence and Composition of the Board of Directors
Our Board of Directors consists of fifteen directors, eleven of whom, Messrs. Arnold, Barakett, Cohler, Gutiérrez, Niel,
Scully, and Spiegel and Mses. Brown, Dillon, Ross, and Russo, are independent under NYSE rules relating to corporate
governance matters and the independence standards described in our corporate governance guidelines.
Because the Series I preferred stockholder has more than 50% of the voting power for the election of our directors, we
are a "controlled company" within the meaning of the corporate governance standards of the NYSE. Under these standards, a
"controlled company" may elect not to comply with certain corporate governance standards, including the requirements (1)
that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation
committee that is comprised entirely of independent directors with a written charter addressing the committee's purpose and
responsibilities, and (3) that its board of directors have a nominating and corporate governance committee that is comprised
entirely of independent directors with a written charter addressing the committee's purpose and responsibilities. We
currently utilize the second and third of these exemptions. See "Risk Factors—Risks Related to Our Organizational Structure—
As a "controlled company," we qualify for some exemptions from the corporate governance and other requirements of the
NYSE and are not required to comply with certain provisions of U.S. securities laws." While we are exempt from NYSE rules
relating to board independence, we intend to maintain a board of directors that consists of at least a majority of directors
who are independent under NYSE rules. In the event that we cease to be a "controlled company" and our shares of common
stock continue to be listed on the NYSE, we will be required to comply with these provisions within the applicable transition
periods. In connection with the Reorganization Agreement, at a future date not to be later than December 31, 2026 and
subject to the satisfaction of certain conditions, we expect to no longer be a "controlled company," and thereafter we expect
to comply with all of the then existing NYSE rules regarding corporate governance. For more information, see also "Certain
Relationships and Related Transactions, and Director Independence—Reorganization Agreement."
In addition, our Board of Directors has considered transactions and relationships between KKR and the companies and
organizations where our non-executive directors are a board member, executive officer or significant owner, including that
one of our non-executive directors (i) indirectly owns a minority interest with joint control in a media company in which KKR
investment vehicles own a majority stake, and (ii) indirectly owns a controlling interest in a company which has entered into
commercial transactions and agreements with a telecommunications company in which KKR investment vehicles own a
significant minority stake. It was determined that none of these transactions or relationships adversely impacted the
independence of any of our non-executive directors.
We seek to enhance the diversity of our Board of Directors to encompass a broad range of expertise, experience and
backgrounds. We believe that a diverse board of directors can strengthen the board’s effectiveness in fulfilling its oversight
role. Our Board of Directors is comprised of experienced leaders with expertise in finance, investments, corporate strategy
and management, supported by public company and CEO-level leadership perspectives and complemented by global, risk,
governance, technology, and human capital capabilities that together enable effective oversight of KKR. Among our fifteen
directors on our Board of Directors, four of our directors have self-identified as women, and four of our directors have self-
identified as non-white.
Board Committees
Our Board of Directors has five standing committees: an Audit Committee, a Risk Committee, a Conflicts Committee, a
Nominating and Corporate Governance Committee, and an Executive Committee. Because we are a "controlled company,"
our Board of Directors is not required by NYSE rules to establish a Compensation Committee or a Nominating and Corporate
Governance Committee or to meet certain other substantive NYSE corporate governance requirements until the
consummation of all the transactions contemplated by the Reorganization Agreement. For more information about the
transactions contemplated by the Reorganization Agreement, see "Certain Relationships and Related Transactions, and
Director Independence—Reorganization Agreement." While the Board of Directors has established a Nominating and
Corporate Governance Committee, we currently rely on available exemptions concerning the committee's composition and
mandate.
Audit Committee
The Audit Committee consists of Messrs. Scully (Chair), Arnold, and Cohler and Mses. Ross and Russo. The purpose of the
Audit Committee is to provide assistance to the Board of Directors in fulfilling its responsibility with respect to its oversight of:
(i) the quality and integrity of our financial statements, including investment valuations; (ii) our compliance with legal and
regulatory requirements; (iii) our independent registered public accounting firm's qualifications, independence and
performance; and (iv) the performance of our internal audit function. The members of the Audit Committee meet the
independence standards and financial literacy requirements for service on an Audit Committee of a Board of Directors
pursuant to the Exchange Act and NYSE rules applicable to audit committees. Our Board of Directors has determined that
each of Messrs. Scully, Arnold, and Cohler and Mses. Ross and Russo is an "audit committee financial expert" within the
meaning of Item 407(d)(5) of Regulation S-K. The Audit Committee has a charter, which is available on our website at
ir.kkr.com under the corporate governance page for our stockholders at the "Sustainability & Corporate Governance" section.
Risk Committee
The Risk Committee consists of Mr. Cohler (Chair) and Mses. Brown and Dillon. The purpose of the Risk Committee is to
provide assistance to the Board of Directors with respect to its oversight of KKR’s levels of risk, risk assessment and risk
management, and its oversight of KKR’s overall risk management framework, including monitoring KKR’s reporting systems for
compliance with legal and regulatory requirements.
Conflicts Committee
The Conflicts Committee consists of Messrs. Scully (Chair) and Gutierrez and Mses. Dillon and Russo. The Conflicts
Committee is responsible for reviewing specific matters that the Board of Directors believes may involve a conflict of interest
and for enforcing our rights against the Series I stockholder, former partners of KKR Holdings or current and former partners
of Associates Holdings under our certificate of incorporation, our bylaws, and certain agreements designated as "covered
agreements", which include the Reorganization Agreement and the amended and restated limited partnership agreement of
KKR Group Partnership. The Conflicts Committee is also authorized to take any action pursuant to any authority or rights
granted to such committee under any covered agreement or with respect to any amendment, supplement, modification, or
waiver to any such agreement that would purport to modify such authority or rights. In addition, the Conflicts Committee is
required to approve any amendment to any of the covered agreements that in the reasonable judgment of our Board of
Directors is, or will result in, a conflict of interest. The Conflicts Committee is authorized to determine if the resolution of any
conflict of interest submitted to it is fair and reasonable to us. The Conflicts Committee may review and approve any related
person transactions, other than those that are approved pursuant to our related person policy, as described under "Certain
Relationships and Related Transactions, and Director Independence—Statement of Policy Regarding Transactions with
Related Persons," and may establish guidelines or rules to cover specific categories of transactions. The members of the
Conflicts Committee meet the independence standards under our corporate governance guidelines as required for service on
the committee in accordance with its charter.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee consists of Messrs. Kravis (Co-Chair), Roberts (Co-Chair), and
Scully. The Nominating and Corporate Governance Committee is responsible for identifying and recommending candidates for
appointment to the Board of Directors and for assisting and advising the Board of Directors with respect to matters relating to
the general operation of the Board of Directors and corporate governance matters. Mr. Scully meets the independence
standards under the rules of the NYSE as required for service on the Nominating and Corporate Governance Committee in
accordance with its charter.
Executive Committee
The Executive Committee consists of Messrs. Kravis and Roberts. The purpose of the Executive Committee is to act, when
necessary, in place of the full Board of Directors during periods in which the Board of Directors is not in session or with
respect to matters delegated to the committee, which includes oversight of our Equity Plans. The Executive Committee is
authorized and empowered to act as if it were the full Board of Directors in overseeing our business and affairs, except that it
is not authorized or empowered to take actions that have been specifically delegated to other board committees or to take
actions with respect to: (i) the declaration of dividends on our common stock; (ii) a merger or consolidation of us with or into
another entity; (iii) a sale, lease or exchange of all or substantially all of our assets; (iv) a liquidation or dissolution of us; (v)
any action that must be submitted to a vote of the Series I preferred stockholder or our stockholders; or (vi) any action that
may not be delegated to a board committee under our certificate of incorporation, our bylaws or the DGCL.
Code of Business Conduct and Ethics
We have a Code of Business Conduct and Ethics that applies to our directors, officers and employees, and is available on
our website at ir.kkr.com under the corporate governance page for our stockholders at the "Sustainability & Corporate
Governance" section. In accordance with, and to the extent required by the rules and regulations of the SEC, we intend to
disclose any amendment to or waiver of the Code of Business Conduct and Ethics on behalf of an executive officer or director
either on our website or in a Current Report on Form 8-K filing.
Insider Trading Arrangements and Policies
We have adopted a trading window policy (the "Policies and Procedures for Trading in Securities of KKR & Co. Inc. by
Directors, Section 16 Officers") that governs the purchase and sale of KKR securities by our directors, officers, employees, and
certain other individuals. This policy is designed to reasonably promote compliance by these persons with U.S. securities laws
governing insider trading, which, among other things, (1) specifies quarterly trading windows outside of which such persons
are generally prohibited from trading in covered securities, subject to exceptions including using pre-approved trading plans
that meet the requirements of Rule 10b5-1 under the Exchange Act and (2) generally prohibits the use of derivative
transactions with respect to KKR securities and from engaging in short-selling to hedge their economic risk of ownership in
KKR securities. Our trading window policy that governs the purchase and sale of KKR securities is filed as Exhibit 19.1 to this
report.
Corporate Governance Guidelines
Our Board of Directors has a governance policy, which addresses matters such as the Board of Directors' responsibilities
and duties, the Board of Directors' composition and compensation and director independence. The governance guidelines are
available on our website at ir.kkr.com under the corporate governance page for our stockholders at the "Sustainability &
Corporate Governance" section.
Communications to the Board of Directors
The non-executive members of our Board of Directors meet regularly. At each meeting of the non-executive members,
the non-executive directors choose a director to lead the meeting. All interested parties, including any employee or
stockholder, may send communications to the non-executive members of our Board of Directors by writing to: KKR & Co. Inc.,
Attn: Corporate Secretary; 30 Hudson Yards, New York, New York 10001.
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