Carlyle Group Inc (CG) 2026 Annual Meeting

This management proposal seeks shareholder approval for an amendment and restatement of the existing 2012 Equity Incentive Plan, primarily to increase the authorized share reserve by 19 million shares (from 58.8 million to 77.8 million), extend the plan term to June 3, 2036, and permit recycling of withheld shares used for tax withholding (excluding options and SARs). Management and the Compensation Committee justify the request by saying additional capacity is necessary to continue granting equity awards that align employee incentives with shareholder interests, to retain and incentivize senior personnel and support Firm strategic objectives and multi-year targets through 2028. The proposal outlines plan mechanics including counting rules for share usage, minimum vesting requirements (one year vesting cliff for most awards with limited exceptions), per-participant and non-employee director limits, and detailed adjustment and change-in-control provisions. The plan contains customary tax and administrative provisions (including compliance with Section 409A) and describes the Company’s existing equity program usage, the number of outstanding RSUs and PSUs, and projected available shares post-approval. The Board recommends a “FOR” vote emphasizing careful monitoring of dilution, linking awards to performance via PSUs and retention via time-vesting RSUs, and plans to manage share usage alongside its $2 billion repurchase program. Key risks include shareholder dilution and the potential for large equity grants to executives, but management points to historical and prospective practices (bonus deferral, clawbacks, stock ownership guidelines, and retention/vesting constraints) intended to mitigate those concerns.

This advisory management proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the named executive officers as disclosed in the proxy statement, including the CD&A and compensation tables. The Board and Compensation Committee promote a pay-for-performance philosophy, with significant equity-based compensation (RSUs, PSUs, bonus deferral, and carried interest arrangements) tying management incentives to long-term firm performance. The CD&A describes program elements including the CEO’s sign-on PSUs with absolute stock price and relative TSR hurdles, the Stock Price Appreciation PSU Program for other NEOs, execution of a Bonus Deferral Program to increase RSU deferrals, executive stock ownership guidelines, clawback policies, and restrictions on hedging/pledging. Management argues that recent strong TSR (119% 3-year) and record 2025 financial results support the program’s efficacy and alignment. The recommendation to vote FOR is accompanied by a commitment to consider shareholder feedback in future compensation decisions; however, risks include potential dilution from equity awards and complexity of incentive structures which some shareholders may view skeptically.