CARLYLE GROUP INC (CG)
Sector: Financials
2026 Annual Meeting Analysis
CARLYLE GROUP INC · Meeting: June 3, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election to our Board of Directors of 13 director nominees named in this Proxy Statement for a one-year term
Co-founder with deep institutional knowledge; CG's 3-year return of 72% outperforms the peer group median by +14.7pp, well below the 65pp trigger threshold for strong positive TSR, and no other policy flags apply.
Co-founder with extensive investment management expertise; TSR performance trigger does not apply given CG's +14.7pp outperformance versus peer median over 3 years, and no other policy flags apply.
Co-founder and Chairman Emeritus with decades of relevant financial services experience; TSR trigger does not fire and no other policy flags apply.
CEO and director since February 2023, bringing strong Goldman Sachs leadership background; CG's peer-relative TSR is solidly positive (+14.7pp above peer median over 3 years), the TSR trigger does not apply, and the Say on Pay analysis passes separately.
Appointed May 2024, well within the 24-month new-director exemption window, so the TSR trigger does not apply; brings relevant investment, economics, and sustainability expertise.
Appointed June 2023, within the 24-month new-director exemption window; CPA with nearly 40-year EY career provides strong audit committee financial expertise, and no other policy flags apply.
Appointed April 2022, independent, with broad senior executive and governance experience; TSR trigger does not apply given CG's positive peer-relative performance, and no other policy flags apply.
Long-tenured independent director since 2012 with deep Goldman Sachs investment banking background; serves on Ciena and Progressive boards (total public boards = 3, below the 4-board overboarding threshold), TSR trigger does not fire, and no other policy flags apply.
Operating Executive and director since 2012 with extensive financial services and CFO experience; serves on Acuity Brands board (total public boards = 2), TSR trigger does not apply, and no other policy flags apply.
Lead Independent Director appointed April 2022; currently Chairman and CEO of Pediatrix Medical Group — as a sitting public company CEO he holds one outside public board seat (Carlyle), which is within the policy limit of fewer than 2 outside seats; TSR trigger does not apply and no other policy flags arise.
Independent director since March 2021 with deep CFO and global operations experience; serves on Bristol-Myers Squibb, Target, and Walt Disney boards (3 total public boards, below the 4-board threshold), TSR trigger does not fire, and no other policy flags apply.
Independent Audit Committee Chair since 2012 with strong financial credentials from his Marriott CFO career; serves on Marriott Vacations Worldwide and DiamondRock boards (3 total public boards, below threshold), TSR trigger does not apply, and no other policy flags apply.
Independent Compensation Committee Chair since 2015 with broad entrepreneurial and governance experience; serves on Loews and Gilead Sciences boards (3 total public boards, below threshold), TSR trigger does not apply, and no other policy flags apply.
All 13 director nominees receive a FOR vote. Carlyle's 3-year total shareholder return of 72% outperforms the company-disclosed peer group median of 57.3% by approximately +14.7 percentage points — well below the 65-percentage-point trigger threshold applicable to companies with strong positive absolute returns — so the TSR underperformance trigger does not fire for any director. Two directors appointed in 2023 and 2024 (Cherwoo and Beschloss) fall within the 24-month new-director exemption. No overboarding, attendance failures, independence concerns, or familial relationship issues were identified.
Say on Pay
✓ FORCEO
Harvey M. Schwartz
Total Comp
$7,149,859
Prior Support
over 70%%
CEO total compensation of approximately $7.15 million is modest relative to benchmark expectations for a CEO of a $17.7 billion market cap global alternative asset manager, and the pay mix is heavily variable — the proxy states that for non-CEO named executive officers, 98.1% of pay is variable and at-risk, and the CEO's structure similarly emphasizes performance-vesting stock awards (PSUs) with rigorous targets including 110% stock price appreciation over five years and relative TSR at the 60th percentile versus S&P 500 Financials Index constituents required for full vesting. Pay-for-performance alignment is strong: Carlyle delivered 119% TSR over three years (2023–2025), significantly outperforming its disclosed peer group median of 57.3% over the same period, meaning above-benchmark incentive pay is well-justified by shareholder outcomes. The company received over 70% support on Say on Pay at the 2025 annual meeting (above the 70% policy threshold that would require a response), maintains a clawback policy that goes beyond Dodd-Frank requirements, and has demonstrated active shareholder engagement; no policy flags are triggered.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$43,500,000
Non-Audit Fees
$34,600,000
Non-audit fees (audit-related fees of $30.2M plus total tax fees of $4.4M, totaling $34.6M) represent approximately 80% of audit fees ($43.5M), which exceeds the 50% policy threshold; however, the proxy discloses that the large increase in audit-related fees in 2025 versus 2024 was driven primarily by merger and acquisition due diligence services for Carlyle-sponsored investment fund transactions — a one-time, deal-volume-driven spike rather than a structural independence concern — and the Audit Committee affirmatively pre-approved all services and evaluated compatibility with auditor independence; on balance, given the transaction-driven explanation and the Audit Committee's active oversight, this is treated as a context-mitigated yellow flag rather than an automatic No, and a FOR vote is supported; EY is a Big 4 firm fully adequate for Carlyle's size and complexity, no material restatements were disclosed, and auditor tenure was not disclosed in the filing so the tenure trigger cannot fire.
Overall Assessment
Carlyle's 2026 annual meeting presents a four-proposal ballot; all three standard governance proposals (director elections, auditor ratification, and Say on Pay) receive FOR vote determinations under this policy. The company's strong three-year total shareholder return of 72% — outperforming its disclosed peer group median by approximately 15 percentage points — supports the full director slate, and the CEO's heavily performance-linked, below-benchmark compensation package with rigorous PSU vesting conditions supports the Say on Pay vote; the auditor ratification involves a high non-audit fee ratio driven by deal-volume activity but is supported given the Audit Committee's active pre-approval oversight and the one-time nature of the spike.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing