filings.toolsItem 11. EXECUTIVE COMPENSATION
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Item 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Philosophy
Our compensation program generally has three primary objectives: (1) to attract, motivate, and retain our employees, (2)
to align the interests of our employees with the interests of our stockholders and other stakeholders, and (3) to reinforce our
culture and values.
Our employees. Our business depends on the services of our employees. We depend on their ability, among other
things, to source and execute transactions, to raise capital and develop client relationships, and to operate our various
businesses, and their contributions are key to our success. Therefore, it is important that our employees are compensated in a
manner that we believe motivates them to excel consistently and encourages them to remain with the firm.
Alignment of interests. Equity ownership in the businesses in which we invest has been a guiding principle throughout
our firm's history, and we apply that principle to ourselves: nearly all employees of the firm are awarded equity in KKR. This
equity ownership serves to align the interests of our employees with those of our stockholders. In addition, because we invest
in and alongside our investment vehicles and have a carry pool from which we allocate to our employees a portion of the
carried interest that we generate through our investments, we believe that our employees' interests are also aligned with
those of our investors in the vehicles that we manage, which in turn benefits our stockholders.
Culture and values. One of our most important values for our employees is our "one firm" approach with shared
responsibility and success, and we also subscribe to a culture of meritocracy and fairness. Therefore, our compensation
program is based on the performance of the firm as a whole as well as on an individual's contributions to the firm. We
generally do not compensate our employees based solely on an individual's accomplishments in relation to the profits and
losses of his or her business unit. In addition, we conduct an annual evaluation process based on input from a wide range of
stakeholders regarding each employee's contribution to the firm, including his or her commitment to the firm's culture and
values. We believe that using this kind of evaluation process also promotes a measure of objectivity as a balance to a single
manager's judgment.
Named Executive Officers. Our "named executive officers" for the year ended December 31, 2025 are our two Co-
Executive Chairmen (Henry Kravis and George Roberts), our two Co-Chief Executive Officers (Joseph Bae and Scott Nuttall),
our Chief Financial Officer (Robert Lewin), and our Chief Legal Officer and General Counsel (Kathryn Sudol).
We are neither required to conduct say-on-pay or say-on-frequency votes nor to provide disclosures relating to pay-
versus-performance under the Dodd-Frank Act until after the Sunset Date.
Compensation Elements
Base Salary
For 2025, our named executive officers were each paid an annual salary of $300,000. We believe that the base salary of
our named executive officers should typically not be the most significant component of total compensation. Our Co-Executive
Chairmen determined that $300,000 is a sufficient minimum base salary for our named executive officers.
Year-End Bonus Compensation
Our named executive officers did not receive any discretionary year-end cash bonus compensation in 2025, based on the
overall values received by them during the year, including their allocations of carried interest.
Incentive Equity Awards
From time to time, we may grant equity awards consisting of restricted holdings units from our 2019 Equity Incentive
Plan. Restricted holdings units are equity awards issued that provide the recipient with the right to exchange them on a one-
for-one basis for our common stock after vesting and subject to satisfying certain other conditions. The overall objectives of
these grants are principally to incentivize our most senior employees, to align their interests with those of our stockholders,
and to retain them by providing meaningful long-term economic incentives. KKR currently intends that no additional equity
incentive awards will be granted to Messrs. Bae and Nuttall during the five years following the grants they received in
December 2021. Although we did not grant any year-end equity awards to our executive officers in 2025, we may make such
equity grants in the future. See also “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based
Awards Table”.
Carried Interest
Our named executive officers are eligible for allocations of carried interest from our carry pool. KKR allocates up to 80%
of the carried interest that KKR earns from its investment vehicles that generate carried interest to the carry pool. Until the
Sunset Date, our Co-Founders are authorized to determine the amounts of carried interest allocable to individuals from the
carry pool, provided that any allocation of carried interest to themselves will be on a percentage basis consistent with past
practice. On the Sunset Date, KKR will acquire control of the carry pool and will be entitled to determine the allocations of
carried interest. For more information about transactions occurring on the Sunset Date, see “Certain Relationships and
Related Transactions, and Director Independence—Reorganization Agreement”.
In 2025, our Co-Founders allocated an amount of carried interest to themselves on a percentage basis consistent with
past practice. With respect to carried interest allocations for each other named executive officer in 2025, our Co-Founders
took into consideration each officer’s performance and contributions to the firm, including in terms of driving commercial
results for the firm, leading and managing people, and living the firm's values, as well as the recommendations by our Co-
Chief Executive Officers with respect to the performance and contributions to the firm of our Chief Financial Officer and Chief
Legal Officer and General Counsel, which included managing our business growth and our key risks.
Certain carried interest allocations are made and distributed in a year based on the investment proceeds generated by
our funds during the year. These distributions of carried interest may be made in cash or in-kind and are not subject to
vesting.
In addition, other carried interest allocations are made by determining a total dollar value for each named executive
officer's interest in the carry pool, based on the total amount of investments made by our investment vehicles during the
year. These carried interest allocations represent an entitlement to future realizations of carried interest, if any, which may
be distributed in cash or in-kind, and are generally subject to four-year service-based vesting. Vesting serves as an
employment retention mechanism and enhances the alignment of interests between our employees who participate in our
carry pool and the firm as well as the investors in our investment vehicles. Vesting is subject to certain exceptions, including
additional vesting upon death, disability or retirement. Due to our Co-Executive Chairmen's status as Co-Founders of our firm,
our Co-Founders are completely vested in their carried interest allocations upon grant.
Other Compensation
Our Co-Executive Chairmen are reimbursed by us for the use of a car and driver, and we pay for certain other
miscellaneous benefits for them, including the compensation of certain personnel who administer personal matters for them.
We believe that these benefits are appropriate in light of the time that they spend on our business, the limited compensation
paid by us for their services and their unique status as Co-Founders of our firm. In addition, we reimburse certain executive
officers for personal security services as well as for programs that are generally available to other senior employees, including
charitable donation matching, tax preparation, and financial planning services.
Minimum Retained Ownership and Transfer Restrictions
While employed by us, unless waived in whole or in part by the firm, each of our named executive officers has a minimum
retained ownership requirement obligating them to continue to hold at least 25% of the cumulative amount of equity awards
that have satisfied the vesting conditions during the duration of his or her employment with the firm. Upon vesting, equity
awards are also subject to additional restrictions, including transfer restrictions, which typically last for (1) one year with
respect to one-half of the units vesting on such vesting date and (2) two years with respect to the other one-half of the units
vesting on such vesting date.
Compensation and Risk
Our compensation program includes elements that we believe discourage excessive risk-taking and align the
compensation of our employees with the long-term performance of the firm. For example, certain elements of our
compensation program, like a discretionary year-end bonus, are determined at year-end and are discretionary based on the
considerations described above. In addition, a significant majority of the equity awards granted to our employees are subject
to multi-year vesting conditions, one- and two-year post-vesting transfer restriction periods and a minimum retained
ownership requirement, in addition to being subject to forfeiture in connection with the breach of certain restrictive covenant
obligations and terminations of employment with or without cause. Because our equity awards typically have multi-year
vesting provisions and, for our most senior employees, vesting conditions based on the market price of our common stock,
the actual amount of compensation realized by the recipient is tied to the long-term performance of our common stock.
Pursuant to our internal policies, without the prior authorization of our Chief Legal Officer and General Counsel, our
employees are not permitted to buy or sell derivative securities, including for hedging purposes, or to engage in short-selling
to hedge their economic risk of ownership.
We only make cash payments of carried interest to our employees when profitable investments have been realized and
after sufficient cash has been distributed to the investors in our investment vehicles. Carried interest allocable to our
employees from the carry pool is only distributed after all of the following criteria are met: (i) a realization event has occurred
(e.g., sale of an investment, receipt of a dividend, etc.); (ii) the investment vehicle has achieved positive overall investment
returns since its inception, in excess of performance hurdles where applicable, and is accruing carried interest; and (iii) with
respect to any investment with a fair value below cost, cost has been returned to investors in an amount sufficient to reduce
remaining cost to the investment's fair value. In addition, certain carried interest allocations to our employees are subject to
multi-year vesting conditions and are subject to forfeiture in connection with the breach of certain restrictive covenant
obligations and terminations of employment with or without cause. Because of multi-year vesting and clawback provisions
applicable to certain carried interest allocations and the fact that the distribution of carried interest is directly tied to the
realized performance of the underlying investments, we believe this fosters a strong alignment of interests among the
investors in those vehicles and our employees, which also benefits our stockholders.
2025 Summary Compensation Table
The following table presents summary information concerning compensation that was paid for services rendered by our
named executive officers during the fiscal years ended December 31, 2023, 2024, and 2025.
In 2023, 2024, and 2025, our named executive officers received dividends on shares of common stock and distributions
on vested restricted holdings units they hold. Because these dividends and distributions are not considered to be
compensation, they are not reflected as compensation in the table below.
Carried interest distributions to our named executive officers for the years ended December 31, 2023, 2024, and 2025 are
reflected in the All Other Compensation column in the table below. In each of 2023, 2024, and 2025, our Co-Chief Executive
Officers were allocated total dollar values of carried interest that were identical to each other; the different amounts set forth
below are due to historically different allocations of carried interest in respect of fund investments that generated investment
proceeds in each respective year.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | |||||||
| Henry R. Kravis | 2025 | 300,000 | — | — | 62,267,217 | (3) | 62,567,217 | ||||||
| Co-Executive Chairman | 2024 | 300,000 | — | — | 46,354,195 | 46,654,195 | |||||||
| 2023 | 300,000 | — | — | 34,976,652 | 35,276,652 | ||||||||
| George R. Roberts | 2025 | 300,000 | — | — | 63,483,936 | (4) | 63,783,936 | ||||||
| Co-Executive Chairman | 2024 | 300,000 | — | — | 44,820,455 | 45,120,455 | |||||||
| 2023 | 300,000 | — | — | 34,918,579 | 35,218,579 | ||||||||
| Joseph Y. Bae | 2025 | 300,000 | — | — | 83,970,205 | (5) | 84,270,205 | ||||||
| Co-Chief Executive Officer | 2024 | 300,000 | — | — | 72,787,375 | 73,087,375 | |||||||
| 2023 | 300,000 | 13,000,000 | — | 36,659,449 | 49,959,449 | ||||||||
| Scott C. Nuttall | 2025 | 300,000 | — | — | 80,056,440 | (6) | 80,356,440 | ||||||
| Co-Chief Executive Officer | 2024 | 300,000 | — | — | 63,895,805 | 64,195,805 | |||||||
| 2023 | 300,000 | 13,000,000 | — | 33,807,444 | 47,107,444 | ||||||||
| Robert H. Lewin | 2025 | 300,000 | — | — | 15,004,124 | (7) | 15,304,124 | ||||||
| Chief Financial Officer | 2024 | 300,000 | — | — | 10,358,184 | 10,658,184 | |||||||
| 2023 | 300,000 | 5,200,000 | 15,975,000 | 4,469,737 | 25,944,737 | ||||||||
| Kathryn K. Sudol (8) | 2025 | 300,000 | — | — | 5,484,223 | (9) | 5,784,223 | ||||||
| Chief Legal Officer and General Counsel | |||||||||||||
| (1) | Stock awards reflected in the table above for each year presented represent the value of the restricted holdings units granted in such reporting period. Fair value of the restricted holdings units granted to our named executive officers are calculated in accordance with Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("ASC Topic 718"). See Note 19 "Equity-Based Compensation" in our consolidated financial statements included elsewhere in this report for additional information about the valuation assumptions with respect to all grants reflected in this column. These amounts reflect the aggregate grant date fair values calculated under ASC Topic 718, and may not correspond to the actual value that will be recognized by our named executive officers. | ||||||||||||
| (2) | Carried interest is presented on the basis of cash or in-kind distributions received by our named executive officers in the respective fiscal year. We believe that presenting actual distributions received by our named executive officers is a more representative disclosure of their compensation than presenting allocated or accrued carried interest, because carried interest is paid only if and when there are profitable realization events relating to the underlying investments. Carried interest also includes amounts that are due to a named executive officer, but retained and not yet distributed in order to fund potential future clawback obligations if any were to arise. Any in-kind distributions in respect of carried interest are reported based on the last available reported net asset value of the securities distributed as of the date of distribution. | ||||||||||||
| (3) | Consists of $61,002,910 in cash or in-kind distributions in respect of carried interest during 2025. For 2025, also consists of the following payments made by KKR: $714,590 related to certain personnel who administered personal matters for Mr. Kravis during 2025 (the entire cost of which is reported, because we do not separately track whether their time is spent for business or personal reasons); $25,000 related to financial planning services fees; $15,000 related to tax preparation fees; $50,000 of matching charitable donations; $449,717 related to the cost of a car, driver and other personal security; and up to $10,000 of benefits relating to healthcare costs. KKR also paid certain amounts for the use for KKR business of aircraft owned by an entity controlled by Mr. Kravis as described in “Certain Relationships and Related Party Transactions, Director Independence – Firm Use of Private Aircraft.” From time to time, family members and other personal guests of Mr. Kravis may accompany him on flights or otherwise on business travel, for which KKR incurs no incremental out-of-pocket cost. | ||||||||||||
| (4) | Consists of $62,536,126 in cash or in-kind distributions in respect of carried interest during 2025. For 2025, also consists of the following payments made by KKR: $629,436 related to certain personnel who administered personal matters for Mr. Roberts during 2025 (the entire cost of which is reported, because we do not separately track whether their time is spent for business or personal reasons); $25,000 related to financial planning services fees; $15,000 related to tax preparation fees; $50,000 of matching charitable donations; $218,374 related to the cost of a car, driver and other personal security; and up to $10,000 of benefits relating to healthcare costs. KKR also paid certain amounts for the use, for KKR business, of aircraft owned by an entity controlled by Mr. Roberts as described in “Certain Relationships and Related Party Transactions, Director Independence – Firm Use of Private Aircraft.” From time to time, family members and other personal guests of Mr. Roberts may accompany him on flights or otherwise on business travel, for which KKR incurs no incremental out-of-pocket cost. | ||||||||||||
| (5) | Consists of $83,286,716 in cash or in-kind distributions in respect of carried interest during 2025. For 2025, also consists of the following payments made by KKR: $25,000 related to financial planning services fees; $15,000 related to tax preparation fees; $50,000 of matching charitable donations; and $593,489 related to the cost of a car, driver and other personal security. From time to time, family members and other personal guests of Mr. Bae may accompany him on flights or otherwise on business travel, for which KKR incurs no incremental out-of-pocket cost. | ||||||||||||
| (6) | Consists of $79,691,541 in cash or in-kind distributions in respect of carried interest during 2025. For 2025, also consists of the following payments made by KKR: $25,000 related to financial planning services fees, $15,000 related to tax preparation fees; $50,000 of matching charitable donations; and $274,899 related to the cost of a car, driver and other personal security. KKR also paid certain amounts for the use, for KKR business, of aircraft owned by an entity controlled by Mr. Nuttall as described in “Certain Relationships and Related Party Transactions, Director Independence – Firm Use of Private Aircraft.” From time to time, family members and other personal guests of Mr. Nuttall may accompany him on flights or otherwise on business travel, for which KKR incurs no incremental out-of-pocket cost. | ||||||||||||
| (7) | Consists of $14,914,124 in cash or in-kind distributions in respect of carried interest during 2025. For 2025, also consists of the following payments made by KKR: $25,000 related to financial planning services fees; $15,000 related to tax preparation fees; and $50,000 of matching charitable donations. | ||||||||||||
| (8) | Ms. Sudol was one of our named executive officers in 2025, and she was not a named executive officer in 2024 or 2023. Therefore, only her compensation information for the fiscal year ended December 31, 2025 is provided in the table. | ||||||||||||
| (9) | Consists of $5,394,223 in cash or in-kind distributions in respect of carried interest during 2025. For 2025, also consists of the following payments made by KKR: $25,000 related to financial planning services fees; $15,000 related to tax preparation fees; and $50,000 of matching charitable donations. |
Grants of Plan-Based Awards in 2025
We made no new grants of plan-based awards to our named executive officers in 2025.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Terms of Restricted Holdings Units
Restricted holdings units granted under our 2019 Equity Incentive Plan are equity awards, for which the number of shares
of common stock in respect of such equity awards is subject to the overall limitation on the number of shares of common
stock that may be awarded under the 2019 Equity Incentive Plan. The restricted holdings units program was approved by a
committee of independent directors of our Board of Directors in December 2019. KKR's independent directors are ineligible to
receive restricted holdings units.
In general, restricted holdings units are subject to either (i) a service-based vesting condition with vesting in annual
installments over a multi‑year period (generally three to five years) from a specified date, subject to the recipient's continued
employment with us on the applicable vesting dates, subject to exceptions, or (ii) a market price-based vesting condition
where the portion of the units that satisfies stock price target requirements will vest on a scheduled vesting date (generally
five years from the grant date), subject to the recipient's continued employment with us on the scheduled vesting date,
subject to exceptions. Certain restricted holdings units agreements may also contain additional vesting requirements.
Restricted holdings units provide the holder the ability, after vesting and the satisfaction of certain other conditions, to
exchange them for shares of our common stock on a one-for-one basis (or at the discretion of KKR, cash in an amount equal
to the fair market value of the shares of common stock that would otherwise be deliverable in such exchange). There is no tax
receivable agreement in place for such exchange of restricted holdings units granted under the 2019 Equity Incentive Plan,
and therefore, we will receive 100% of any tax benefits arising from the exchange of restricted holdings units granted under
that plan. Prior to vesting, restricted holdings units are not entitled to any distributions from us. Following vesting, restricted
holdings units become entitled to receive distributions from us. The amount of distribution per vested restricted holdings unit
is equal to the amount distributed on one KKR Group Partnership Unit. To the extent that distributions are made on a KKR
Group Partnership Unit that corresponds to a restricted holdings unit that is not vested, such distribution amount will be
allocated or otherwise applied in a manner we may determine in our discretion. Upon vesting, restricted holdings units are
generally subject to additional restrictions, including transfer restrictions, which typically last for (1) one year with respect to
one-half of the units vesting on such vesting date and (2) two years with respect to the other one-half of the units vesting on
such vesting date, and minimum retained ownership requirements, which obligate the recipients to continuously hold at least
25% of their cumulatively vested restricted holdings units, unless waived. Transfer-restricted units become fully vested and
transferable and may be exchanged into shares of common stock at the end of the transfer restriction period if the holder is
not terminated for cause and has complied with the terms of his or her confidentiality and restrictive covenant agreement
during the transfer restrictions period. See "—Terms of Confidentiality and Restrictive Covenant Agreements" below.
Terms of Confidentiality and Restrictive Covenant Agreements
The confidentiality and restrictive covenant agreements with each of our named executive officers include prohibitions
on them competing with us or soliciting our fund investors, clients or employees while employed by us and during a restricted
period following their departure from the firm. These agreements also have non-disparagement obligations and require our
named executive officers to protect and use the firm's confidential information only in accordance with confidentiality
restrictions set forth in the agreement.
The restricted periods for our Co‑Executive Chairmen expire two years from termination for both the prohibitions on
competition with us and the prohibitions on the solicitation of our fund investors, clients and employees. In cases where a Co-
Executive Chairman is terminated involuntarily and for reasons not constituting cause, such periods are reduced to one year
from termination. The restricted periods for our other named executive officers expire (1) in the case of the prohibitions on
competition with us, 12 months from termination and (2) in the case of the prohibitions on the solicitation of our fund
investors, clients and employees, 15 months from termination. These agreements also require that we, and our Co-Executive
Chairmen and other named executive officers, provide advance notice prior to termination of employment.
Our named executive officers have entered into these confidentiality and restrictive covenant agreements with us
through their restricted holdings unit and carried interest grant agreements.
Outstanding Equity Awards at 2025 Fiscal Year‑End
The following table sets forth information concerning unvested restricted holdings units for each of the named executive
officers as of December 31, 2025.
| Stock Awards | |||||
| Name | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
| Henry R. Kravis | — | $— | — | $— | |
| George R. Roberts | — | $— | — | $— | |
| Joseph Y. Bae | 8,500,000 (2) | $1,083,580,000 | — | $— | |
| Scott C. Nuttall | 7,500,000 (3) | $956,100,000 | — | $— | |
| Robert H. Lewin | 1,400,000 (4) | $178,472,000 | — | $— | |
| Kathryn K. Sudol | 380,000 (5) | $48,442,400 | — | $— |
(1)These amounts are based on the closing market price of our common stock on the last trading day of the year ended December 31, 2025, which was
$127.48 per share.
(2)Represents 1,000,000 restricted holdings units granted on February 18, 2021, the vesting of which was subject to the average closing price of our
common stock during 20 consecutive trading days meeting or exceeding certain specified stock price targets ranging from $45.00 to $70.00, all of which
were achieved prior to December 31, 2021. These restricted holdings units will vest on May 1, 2026 if the named executive officer continues to serve as
an employee until that date, subject to certain exceptions. Additionally, represents 7,500,000 restricted holdings units granted on December 9, 2021, the
vesting of which was subject to the average closing price of our common stock during 20 consecutive trading days meeting or exceeding certain specified
stock price targets ranging from $95.80 to $135.80, all of which were achieved prior to December 31, 2024. These restricted holdings units will vest on
December 31, 2026 if the named executive officer continues to serve as an employee until that date, subject to certain exceptions.
(3)Represents 7,500,000 restricted holdings units granted on December 9, 2021, the vesting of which was subject to the average closing price of our
common stock during 20 consecutive trading days meeting or exceeding certain specified stock price targets ranging from $95.80 to $135.80, all of which
were achieved prior to December 31, 2024. These restricted holdings units will vest on December 31, 2026 if the named executive officer continues to
serve as an employee until that date, subject to certain exceptions.
(4)Represents 900,000 restricted holdings units granted on February 18, 2021, the vesting of which was subject to the average closing price of our common
stock during 20 consecutive trading days meeting or exceeding certain specified stock price targets ranging from $45.00 to $70.00, all of which were
achieved prior to December 31, 2021. These restricted holdings units will vest on May 1, 2026 if the named executive officer continues to serve as an
employee until that date, subject to certain exceptions. Additionally, represents 500,000 restricted holdings units granted on August 4, 2023, the vesting
of which was subject to the average closing price of our common stock during 20 consecutive trading days meeting or exceeding certain specified stock
price targets ranging from $95.80 to $135.80, all of which were achieved prior to December 31, 2024. These restricted holdings units will vest on
December 31, 2028 if the named executive officer continues to serve as an employee until that date, subject to certain exceptions.
(5)Represents 80,000 restricted holdings units granted on October 3, 2022, which will vest in two equal annual installments on each of April 1, 2026 and April
1, 2027, subject to the named executive officer’s continued service as an employee on each vesting date. Additionally, represents 200,000 restricted
holdings units granted on October 3, 2022, the vesting of which was subject to the average closing price of our common stock during 20 consecutive
trading days meeting or exceeding certain specified stock price targets ranging from $75.00 to $115.00, all of which were achieved prior to December 31,
2024; these restricted holdings units will vest on April 1, 2027 if the named executive officer continues to serve as an employee until that date, subject to
certain exceptions. Additionally, represents 100,000 restricted holdings units granted on August 4, 2023, the vesting of which was subject to the average
closing price of our common stock during 20 consecutive trading days meeting or exceeding certain specified stock price targets ranging from $95.80 to
$135.80, all of which were achieved prior to December 31, 2024; these restricted holdings units will vest on December 31, 2028 if the named executive
officer continues to serve as an employee until that date, subject to certain exceptions.
Option Exercises and Stock Vested in 2025
The following table sets forth information concerning the vesting of restricted holdings units held by each of our named
executive officers during the year ended December 31, 2025.
| Stock Awards | |||||||||||
| Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | |||||||||
| Henry R. Kravis | — | $— | |||||||||
| George R. Roberts | — | $— | |||||||||
| Joseph Y. Bae | — | $— | |||||||||
| Scott C. Nuttall | — | $— | |||||||||
| Robert H. Lewin | — | $— | |||||||||
| Kathryn K. Sudol | 40,000 | $4,713,600 |
(1)The amounts reflected in this column represent restricted holdings units, a portion of which are subject to one- and two-year transfer restrictions upon
vesting. See "—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table" for additional terms, including with respect
to the transfer of certain restrictions from the restricted stock units to employees' restricted holdings units.
(2)These amounts are based on the closing market price of our common stock on each respective vesting date.
Pension Benefits for 2025
We provided no pension benefits during the fiscal year ended December 31, 2025.
Nonqualified Deferred Compensation for 2025
We provided no defined contribution plan for the deferral of compensation on a basis that is not tax‑qualified during the
fiscal year ended December 31, 2025.
Potential Payments Upon Termination or Change in Control
Upon termination of employment (other than due to death or permanent disability), vesting generally ceases for
restricted holdings units that have not vested. In addition, transfer-restricted vested restricted holdings units remain subject
to transfer restrictions for one- and two-year periods, except as described below. See "Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters" for additional information regarding the common
stock held by our named executive officers.
In general, a named executive officer who retires after the first date on which his or her age plus years of service to KKR
equals 80 ("qualified retirement") will generally (i) vest in his or her unvested restricted holdings units (for those with service
based vesting conditions) that would otherwise vest within two years following retirement and (ii) vest in a pro rata portion of
his or her unvested and restricted holdings units (for those with market price based vesting conditions) that satisfied the stock
price target requirements at the time of qualified retirement, in each case, subject to compliance, if applicable, with the
requirement that the holder not violate the terms and conditions of his or her confidentiality and restrictive covenants during
the period in which such restricted holdings units, if applicable, remains transfer restricted over the one- and two-year
periods from the original vesting date. However, the additional vesting terms upon a qualified retirement do not apply to the
restricted holdings units awarded to the Co-Chief Executive Officers in December 2021.
Upon death or permanent disability, generally (i) a holder of restricted holdings units with service based vesting
conditions will become vested with respect to service based vesting conditions in all such restricted holdings units and (ii) a
holder of restricted holdings units with market price based conditions will be eligible to vest in a pro rata portion of such
unvested restricted holdings units that satisfied the stock price target requirements at the time of death or permanent
disability based on the number of years of service from the grant date to the time of death or permanent disability. In
addition, upon a change in control of KKR, a holder of restricted holdings units may become immediately vested in all
unvested restricted holdings units. Upon vesting, holders of restricted holdings units are permitted to exchange vested
restricted holdings units into shares of common stock after the applicable transfer restrictions following vesting have lapsed.
The values of unvested restricted holdings units held by the named executive officers as of December 31, 2025 are set forth
above in "—Outstanding Equity Awards at 2025 Fiscal Year-End."
Upon termination of employment, vesting generally ceases for carried interest allocations, a portion of which is subject to
forfeiture for breach of the confidentiality and restrictive covenant agreement, to the extent permitted under applicable law.
In addition, carried interest allocations generally become immediately vested upon death or disability, and certain carried
interest allocations permit additional vesting upon retirement.
Pay Ratio Disclosure
For the fiscal year ended December 31, 2025:
- the median of the annual total compensation of all employees of our company (other than Messrs. Bae and Nuttall,
who were our Co-Chief Executive Officers as of December 31, 2025) was $210,000;
-
the annual total compensation of Messrs. Bae and Nuttall was $84,270,205 and $80,356,440, respectively; and
-
the ratio of the averaged annual total compensation of our Co-Chief Executive Officers to the median of the annual
total compensation of all other employees was 392 to 1.
To identify the median employee for the purpose of providing the information above, we examined the compensation of
all our current employees (other than our Co-Chief Executive Officers) as of December 31, 2025, using, based on our payroll
records, a consistently applied compensation measure consisting of such employees' annual salary, annual cash bonus, actual
overtime, carried interest payouts, and equity granted. Employees on unpaid leave of absence and employees who were not
part of the regular year-end compensation process are each excluded from the calculation. Compensation of employees who
were employed for less than the full year of 2025 were annualized only if they were part of the regular year-end
compensation process. We reviewed all compensation in U.S. dollars, using the relevant exchange rate for any compensation
paid in other currencies. After identifying the median employee, we calculated annual total compensation for such employee
using the same methodology we use for our principal executive officers as set forth in "—2025 Summary Compensation
Table." As noted in "—Compensation Discussion and Analysis," dividends paid on shares of common stock and distributions
on vested restricted holdings units are not considered compensation and accordingly are not included in the pay ratio
calculation above. The above CEO pay ratio represents a reasonable good faith estimate, calculated in a manner consistent
with SEC rules based on our payroll and employment records and the methodology described above.
Director Compensation
We pay compensation for service on our Board of Directors only to our independent directors. During 2025, each
independent director received (1) an annual cash retainer of $130,000, (2) an additional annual cash retainer of $15,000 if
such independent director is a member of the nominating and corporate governance committee, (3) an additional annual cash
retainer of $25,000 if such independent director is a member of the audit committee and an additional annual cash retainer of
$25,000 (in addition to the annual cash retainer as a member of the audit committee) if such independent director serves as
the chair of the audit committee, (4) an additional annual cash retainer of $15,000 if such independent director is a member
of the conflicts committee and an additional annual cash retainer of $15,000 (in addition to the annual cash retainer as a
member of the conflicts committee) if such independent director serves as the chair of the conflicts committee, and (5) an
additional annual cash retainer of $20,000 if such independent director is a member of the risk committee and an additional
annual cash retainer of $20,000 (in addition to the annual cash retainer as a member of the risk committee) if such
independent director serves as the chair of the risk committee.
Cash retainers are pro-rated if, during the fiscal year, a director joins or resigns from the Board of Directors, a director
joins or resigns from a committee or the amount of a retainer is increased or decreased. In addition, on December 11, 2025,
restricted stock units were granted to each independent director pursuant to our 2019 Equity Incentive Plan.
The following table sets forth the compensation paid to our independent directors for the fiscal year ended December 31,
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) |
| Craig Arnold (2) | 42,120 | 263,501 | 305,621 |
| Timothy R. Barakett (3) | 104,268 | 354,001 | 458,269 |
| Adriane M. Brown | 150,000 | 227,910 | 377,910 |
| Matthew R. Cohler | 195,000 | 227,910 | 422,910 |
| Mary N. Dillon | 165,000 | 227,910 | 392,910 |
| Arturo Gutiérrez Hernández | 145,000 | 227,910 | 372,910 |
| Xavier B. Niel | 130,000 | 227,910 | 357,910 |
| Kimberly A. Ross | 167,500 | 227,910 | 395,410 |
| Patricia F. Russo | 170,000 | 227,910 | 397,910 |
| Robert W. Scully | 225,000 | 227,910 | 452,910 |
| Evan T. Spiegel | 130,000 | 227,910 | 357,910 |
(1)Represents the aggregate grant date fair value of restricted stock units granted to each of the independent directors during the year ended December 31,
2025 as calculated in accordance with ASC Topic 718. See Note 19 "Equity-Based Compensation" in our consolidated financial statements included
elsewhere in this report for additional information about the valuation assumptions with respect to all grants reflected in this column. These amounts
reflect the aggregate grant date fair values calculated under ASC Topic 718 and may not correspond to the actual value that will be recognized by the
independent directors.
(2)Because Mr. Arnold joined our Board of Directors on September 23, 2025, he was granted an additional 242 restricted stock units.
(3)Because Mr. Barakett joined our Board of Directors on March 13, 2025, he was granted an additional 1,166 restricted stock units.
The following table details grants of restricted stock units to each independent director in the year ended December 31,
- The table includes the grant date and grant date fair value of 2025 restricted stock units and the aggregate number of
unvested restricted stock units as of December 31, 2025 owned by each independent director who served as a director during
the year ended December 31, 2025:
| Name | Grant Date (1) | Stock Awards (#) | Grant Date Fair Value ($) (2) | Total Number of Unvested Stock Awards on December 31, 2025 (#) |
| Craig Arnold (3) | 9/23/2025 | 242 | 35,591 | — |
| 12/11/2025 | 1,605 | 227,910 | 1,605 | |
| Timothy R. Barakett (4) | 3/13/2025 | 1,166 | 126,091 | — |
| 12/11/2025 | 1,605 | 227,910 | 1,605 | |
| Adriane M. Brown | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Matthew R. Cohler | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Mary N. Dillon | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Arturo Gutiérrez Hernández | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Xavier B. Niel | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Kimberly A. Ross | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Patricia F. Russo | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Robert W. Scully | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Evan T. Spiegel | 12/11/2025 | 1,605 | 227,910 | 1,605 |
(1)The restricted stock units were granted on December 11, 2025 and will vest on December 1, 2026, subject to the grantee's continued service through the
vesting date. The grants were each approved by the Board of Directors on December 10, 2025.
(2)Represents the grant date fair value of restricted stock units granted to each of the independent directors during the year ended December 31, 2025 as
calculated in accordance with ASC Topic 718. See Note 19 "Equity-Based Compensation" in our consolidated financial statements included elsewhere in
this report for additional information about the valuation assumptions with respect to all grants reflected in this column. These amounts reflect the
aggregate grant date fair values calculated under ASC Topic 718 and may not correspond to the actual value that will be recognized by the independent
directors.
(3)An additional 242 restricted stock units granted to Mr. Arnold for joining the Board of Directors on September 23, 2025 vested and were settled into an
equal number of shares of KKR common stock on December 1, 2025.
(4)An additional 1,166 restricted stock units granted to Mr. Barakett for joining the Board of Directors on March 13, 2025 vested and were settled into an
equal number of shares of KKR common stock on December 1, 2025.
KKR & Co. Inc. Equity Incentive Plan
Our outstanding equity awards were granted under the Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan,
which we refer to as our 2019 Equity Incentive Plan. Our 2019 Equity Incentive Plan has a term of 10 years from the effective
date.
Administration
Our Board of Directors or a committee thereof administers our Equity Incentive Plan (the "Administrator"). The
Administrator has the authority to make all decisions, determinations and interpretations with respect to the administration
of our 2019 Equity Incentive Plan, including determining who will receive awards thereunder, the number of shares of
common stock underlying the awards and the terms and conditions of the awards, and is permitted, subject to applicable law,
to delegate all or any part of its responsibilities and powers to any employee or employees selected by it in accordance with
the terms of the 2019 Equity Incentive Plan. The Board of Directors authorized its Executive Committee (consisting of Messrs.
Kravis and Roberts) to act as the Administrator under the 2019 Equity Incentive Plan, provided that (i) the Executive
Committee is not authorized to make grants with respect to our executive officers without approval of the Board of Directors
and (ii) the Board of Directors reserved the power and authority to act as the Administrator and to modify the power and
authority of the Executive Committee under the 2019 Equity Incentive Plan.
Common Stock Subject to the Plan
As of December 31, 2025, 53,140,914 shares of common stock were available for issuance in respect of outstanding
awards and the grant of future awards, representing 15% of the Diluted Common Shares outstanding at the close of business
on December 31, 2025, minus the number of shares underlying any outstanding equity awards granted under our 2019 Equity
Incentive Plan that have not yet been delivered upon vesting. Under the 2019 Equity Incentive Plan, the aggregate number of
shares of common stock available under the plan will be increased, on the first day of each fiscal year, by a number of shares
of common stock equal to the positive difference, if any, between (x) 15% of the number of Diluted Common Shares
outstanding at the close of business on the last day of the immediately preceding fiscal year minus (y) the number of shares of
common stock available for issuance in respect of outstanding awards and the grant of future awards, in each case, under our
2019 Equity Incentive Plan as of the last day of such year, unless the Administrator in its sole discretion should decide to
increase the number of shares of common stock available under the plan by a lesser amount on any such date. As a result, on
the first day of each fiscal year, the number of shares of common stock available for issuance of future awards under our 2019
Equity Incentive Plan will be adjusted upwards to 15% of the number of Diluted Common Shares outstanding at the close of
business on the last day of the immediately preceding fiscal year, minus the number of shares underlying any outstanding
equity awards granted under our 2019 Equity Incentive Plan that have not yet been delivered upon vesting. Therefore, we
expect that the number of shares of common stock available for issuance of future awards under our 2019 Equity Incentive
Plan will increase at the beginning of each fiscal year compared to the end of the immediately preceding fiscal year if, during
the immediately preceding year, there has been (i) any increase in the aggregate number of shares of common stock and KKR
Group Partnership Units outstanding or (ii) any delivery of underlying shares upon vesting of outstanding equity awards under
our 2019 Equity Incentive Plan.
Restricted Stock Units and Other Equity-Based Awards
The Administrator may grant or sell awards of restricted stock units, restricted holdings units, common stock, restricted
common stock, deferred restricted common stock, phantom restricted common stock, or any other awards that are valued in
whole or in part by reference to, or are otherwise based on the fair market value of, our common stock. Any of these or other
equity-based awards may be in such form, and dependent on such conditions, as the Administrator determines, including the
right to receive, or vest with respect to, one or more shares of common stock (or the equivalent cash value of such shares)
upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance
objectives. The Administrator may determine whether any such equity-based awards will be payable in cash, shares of
common stock or other assets or a combination of cash, common stock and other assets.
Options and Stock Appreciation Rights
The Administrator may award non-qualified stock options and stock appreciation rights. Options and stock appreciation
rights granted under the 2019 Equity Incentive Plan will become vested and exercisable at such times and upon such terms
and conditions as may be determined by the Administrator at the time of grant, but no option or stock appreciation right will
be exercisable for a period of more than ten years after it is granted. The exercise price per share will be determined by the
Administrator, provided that options and stock appreciation rights granted to participants who are U.S. taxpayers will not be
granted with an exercise price less than 100% of the fair market value per share of common stock on the date of grant. To the
extent permitted by the Administrator, the exercise price of an option may be paid in cash or its equivalent, in shares of
common stock having a fair market value equal to the aggregate exercise price and satisfying such other requirements as may
be imposed by the Administrator, partly in cash and partly in shares of common stock or net settlement in shares of common
stock. As determined by the Administrator, stock appreciation rights may be settled in shares of common stock, cash or any
combination thereof.
Compensation Committee Interlocks and Insider Participation
Because we are a "controlled company" within the meaning of the corporate governance standards of the NYSE, our
Board of Directors is not required by NYSE rules to establish a compensation committee. Messrs. Kravis and Roberts, our Co-
Executive Chairmen, participated in discussions regarding executive compensation, and Messrs. Bae and Nuttall, our Co-Chief
Executive Officers, participated in discussions regarding the compensation of our other executive officers. For a description of
certain transactions between us and our executive officers and directors, see "Certain Relationships and Related Transactions,
and Director Independence."
Compensation Committee Report
Our Board of Directors does not have a compensation committee. The entire Board of Directors has reviewed and
discussed with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion,
has determined that the Compensation Discussion and Analysis should be included in this report.
| Henry R. Kravis | |
| George R. Roberts | |
| Joseph Y. Bae | |
| Scott C. Nuttall | |
| Craig Arnold | |
| Timothy R. Barakett | |
| Adriane M. Brown | |
| Matthew R. Cohler | |
| Mary N. Dillon | |
| Arturo Gutiérrez Hernández | |
| Xavier B. Niel | |
| Kimberly A. Ross | |
| Patricia F. Russo | |
| Robert W. Scully | |
| Evan T. Spiegel | |
Previous: Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE · Next: Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT