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Restricted Period means the period commencing on the IPO Date and terminating on the third anniversary of the IPO Date. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. All such notices, requests and other communications to any party hereunder shall be given to such party as follows: If to any of the KKR Parties, addressed to it at: with a copy (which shall not constitute notice) to: If to any of the SL Parties, addressed to it at: If to any of the TCV Parties, addressed to it at: Wilson Sonsini Goodrich& Rosati Professional Corporation. // -->, - The initial Silver Lake Director nominees are Gregory K. Mondre (whose initial term shall expire in 2018) and Lee Wittlinger (whose initial term shall expire in 2017). or any Person that controls, is controlled by or is under common control with, Silver Lake Group, L.L.C., in each case so long as any such SL Party (i)is managed, sponsored, controlled or advised by an investment fund affiliated with Silver Lake Group, L.L.C. MODULAR AND CUSTOMIZABLE AMERICAN-MANUFACTURED LITHIUM-ION BATTERY SOLUTIONS FOR YOUR ENERGY NEEDS. The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof. 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. Companies are also paying an average of $2,250 per meeting and $1,000 per telephone conference, for a total annual compensation of about $36,000 per year. Mr. Holmes earned a B.A. Most recently, he became the Chair of the Regional Plan Association, a non-profit organization, in February 2023, joined the board of directors of Hess Corporation in February 2022 and joined the board of directors of Vornado Realty Trust in March 2022. He was responsible for the firms CRE-related investing in securities, whole loans and real property and historically was also involved in the firms private lending efforts, performing and distressed credit investments, and asset-backed financings. Our modular battery pack designs and product configurations allow us to rapidly deliver customized solutions for superior performance and reliability, no matter the application. Section3.6 Actions Requiring Sponsor Approval. NO disponible temporalmente! Aggregate Founder Ownership means the total number of ClassA Shares owned, in the aggregate and without duplication, by the Founder Parties as of the date of such calculation, determined on an As-Exchanged Basis. Before joining Goldman, Ms. Madoff worked in Mergers and Acquisitions at Wasserstein Perella & Co. and in Corporate and Real Estate Finance at Bankers Trust. He also serves as a director, chairman emeritus, or trustee of several cultural, professional, and educational institutions, including The Business Council (former chairman), Claremont McKenna College, Columbia Business School (co-chairman), Mount Sinai Hospital, the Partnership for New York City (former chairman), the Partnership Fund for New York City (founder), Rockefeller University (vice chairman), Sponsors for Educational Opportunity (chairman), and the Tsinghua School of Economics and Management in China. (iv) Subject to Section2.1(d)(vi), any committee of the Board not specified in Section2.1(d)(i), 2.1(d)(ii) or 2.1(d)(iii) shall consist of at least one KKR Director (but only if the KKR Parties are then entitled to nominate at least one KKR Director), at least one Silver Lake Director (but only if the SL Parties are then entitled to nominate at least one Silver Lake Director) and such additional members as may be determined by the Board; provided, that a special committee may exclude Directors nominated by the Sponsors if no such Director is eligible to serve on such special committee. Nominating and Governance Committee. Mr. Kravis has more than four 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. This Agreement or any provision thereof may only be amended or modified, in whole or in part, at any time by an instrument in writing signed by (i)KKR on behalf of the KKR Parties, (ii)SL on behalf of the SL Parties, (iii)the Founder Designee on behalf of the Founder Parties, in the case of any amendment that by its terms substantively increases the obligations of the Founder Parties under this Agreement or repeals, nullifies, eliminates or adversely modifies or amends any right expressly granted to the Founder Parties under this Agreement, (iv)TCV on behalf of the TCV Parties, in the case of any amendment that by its terms substantively increases the obligations of the TCV Parties (including in their capacity as Investor Parties or Pre-IPO Stockholders) under this Agreement or repeals, nullifies, eliminates or adversely modifies or amends any right expressly granted to the TCV Parties under this Agreement (including in their capacity as Investor Parties or Pre-IPO Stockholders), (v)the Company, in the case of any amendment that by its terms substantively increases the obligations of the Company under this Agreement or repeals, nullifies, eliminates or adversely modifies or amends any right expressly granted to the Company under this Agreement and (vi)Desert Newco, in the case of any amendment that by its terms substantively increases the obligations of Desert Newco under this Agreement or repeals, nullifies, eliminates or adversely modifies or amends any right expressly granted to Desert Newco under this Agreement. He has served on VFs board of directors since February 2017 and has acted as lead independent director from July 2021 until December 2022. The compensation of such directors should fairly reward them for their efforts on behalf of the Date Total Comp. WebKKR & Co. Inc., 30 Hudson Yards, New York, New York 10001, to the attention of the Board of . WebCONTACT BOARD OF DIRECTORS. Verify your identity, personalize the content you receive, or create and administer your account. Toggle navigation. %%EOF The Company shall be required to maintain the Executive Committee: for so long as (A)the Company continues to be a controlled company within the meaning of the Stock Exchange rules, with the Investor Parties (including the TCV Parties during the Restricted Period) and Founder Parties collectively owning at least 50% of the voting power of all shares of stock of the Company entitled to vote generally in the election of Directors and (B)the KKR Parties, the SL Parties, and the Founder Parties are entitled to nominate at least one KKR Director, at least one Silver Lake Director and the Founder Director, respectively, as provided in Section2.1. The preceding sentence shall not apply to a transfer of Company Securities (a)in a public offering that is registered under the Securities Act of 1933, as amended (the Securities Act), (b)a transfer to one or more broker-dealers or their affiliates pursuant to a firm commitment purchase agreement for an offering that is exempt from registration under the Securities Act, (c)a transfer made through the facilities of a registered securities exchange or automated inter-dealer quotation system and (d)a transfer made in compliance with the manner of sale limitations of Rule144(f) under the Securities Act or any successor rule or provision. Class B Common Stock means Class B common stock, $0.001 par value per share, of the Company (or any successor of the Company by combination of shares, recapitalization, merger, consolidation or other reorganization) and any stock into which any such Class B common stock shall have been changed or any stock resulting from any reclassification of any such common stock. John B. Hess has been a member of the board of directors since July 28, 2011. Executive Vice President, General Counsel and Corporate Secretary, By: KKR Associates 2006 AIV L.P., its general partner, By: KKR 2006 AIV GP LLC, its general partner, By: GDG Co-Invest GP LLC, its general partner, By: KKR Associates 2006 L.P., its manager, By: Silver Lake Partners III DE (AIV IV), L.P., its Managing Member, By: Silver Lake Technology Associates III, L.P., its General Partner, By: Silver Lake Group, L.L.C., its Managing Member, By: Silver Lake Technology Associates III, L.P., its general partner, By: SLTA III (GP), L.L.C., its general partner, By: Silver Lake Group, L.L.C., its managing member. The Company shall establish and maintain an executive committee of the Board (the Executive Committee), an audit committee of the Board (the Audit Committee), a compensation committee of the Board (the Compensation Committee), a nominating and governance committee of the Board (the Nominating Committee), and such other Board committees as the Board deems appropriate from time to time or as may be required by applicable law or the Stock Exchange rules. Technology-focused Accel-KKR is the latest, announcing it has closed on $5.3 billion of new capital commitments for both its Capital Partners VII LP and Emerging Buyout Partners II LP funds. in Economics from Bates College. KKR does not undertake any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made except as required by law. Before joining Goldman Sachs in 2006, Mr. Salem held positions at Morgan Stanley and Citigroup Alternative Investments where he invested in mezzanine debt and other high yield CRE credit on behalf of the Travelers Insurance Companies. He was the architect of the firms major strategic development initiatives, including leading KKRs public listing, developing the firms balance sheet strategy, overseeing the development of KKRs public markets businesses in the credit and hedge fund space as well as the creation of the firms capital markets, capital raising and insurance businesses. 2022 Kohlberg Kravis Roberts & Co. L.P. All Rights Reserved. sistema. The initial Founder Director nominee is Robert Parsons (whose initial term shall expire in 2018). Paired Interest has the meaning given to such term in the Exchange Agreement. (c) The Company covenants and agrees that it shall be a condition to any transfer, issuance or grant of any Company Securities or other equity securities or interests of the Company or any of its Subsidiaries to any Person that is not already a party to this Agreement and who is or becomes an Investor Party or a Founder Party that such Investor Party or Founder Party enter into a Joinder Agreement in the form attached hereto as Annex A to become party to this Agreement and be deemed to be a Pre-IPO Stockholder and, as applicable, a KKR Party, an SL Party, a TCV Party or a Founder Party for all purposes herein. The undersigned acknowledges and agrees that Article IV of the Stockholder Agreement is incorporated herein by reference, mutatis mutandis. Section3.4 Company Charter; Company Bylaws; Corporate Opportunities. Registration Rights Agreement means the Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and among the Company, the Pre-IPO Stockholders and the other parties named therein, as such agreement may be amended, restated, supplemented and/or otherwise modified from time to time. KKR & Co. Inc. is a global investment company that offers alternative asset management as well as capital markets and insurance solutions. Ms. Madoff received an M.B.A. from Harvard Business School and a Bachelor of Arts degree in Economics, cum laude, from Lafayette College. These products and services are usually sold through license agreements or subscriptions. Board of Directors in KKR Real Estate Finance Trust Inc. He earned a B.A. Raymond J. McGuire has been a member of the board of directors since June 15, 2022. Pay Rank By Title In Financial Services industry. Prior to that, Ms. Esteves was the Senior Vice President and Chief Financial Officer of Regions Financial Corporation from 2008 to 2010. Prior to joining BlackRock, Mr. Stork worked at PennCorp Financial Group, Conning Asset Management, and The Travelers Insurance Companies. Company Bylaws means the Amended and Restated Bylaws of the Company, a copy of which is attached hereto as ExhibitII. (ii)Section3.2 shall terminate automatically (without any action by any party hereto) when the VCOC Investors cease to beneficially own (as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) any Company Securities. Mr. Hess is a member of the board of trustees at the Center for Strategic and International Studies, Mount Sinai Hospital, the Lincoln Center for the Performing Arts and the Deans Advisors at Harvard Business School, and former Chair of The Harvard Business School Campaign. Directors shall serve until their resignation or removal or until their successors are nominated; provided, that if the number of Directors that a Sponsor is entitled to nominate pursuant to Section2.1(b) is reduced by one or more Directors, then such Sponsor, shall, to the extent requested by the other Sponsor or Holdings, promptly cause such number of Directors equal to the number by which the number of Directors has been so reduced as aforesaid to resign from service on the Board (and all committees thereof) or any board or other similar governing body of any Subsidiary of the Company (and all committees thereof); provided, further, that if the Founder Parties are no longer entitled to nominate the Founder Director pursuant to Section2.1(b), then the Founder Parties shall, to the extent requested by either Sponsor, promptly cause such Founder Director to resign from service on the Board (and all committees thereof) or any board or other similar governing body of any Subsidiary of the Company (and all committees thereof). Diseado por These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to KKR or are within its control. Mr. Lee earned his MBA from Harvard Business School and his Bachelors degree in Economics from Emory University. (i)If any Director previously nominated by a Nominating Party dies or is unwilling or unable to serve as such or is otherwise removed or resigns from office (other than pursuant to the provisos to the first sentence of Section2.1(e)), then the Nominating Party whose previously nominated Director shall have been removed or. Ralph F. Rosenberg has served as a director since October 2014 and is the Chairman of our Board of Directors. Before viewing this presentation, please acknowledge your understanding that it has been prepared for KKR & Co. Inc. (NYSE:KKR) for the benefit of its public stockholders and is not intended to be a solicitation or sale of any of the securities, funds or services that it may discuss. (d) Right to Delegate; Committees. The following factors, among others, could cause actual results to vary from the forward-looking statements: whether KKR realizes all or any of the anticipated benefits from converting to a corporation and the timing of realizing such benefits; whether there are increased or unforeseen costs associated with the conversion, including any adverse change in tax law; the volatility of the capital markets; the general volatility of the capital markets; failure to realize the benefits of or changes in KKRs business strategies including the ability to realize the anticipated synergies from acquisitions or strategic partnerships or other transactions; availability, terms and deployment of capital; availability of qualified personnel and expense of recruiting and retaining such personnel; changes in the asset management industry, interest rates or the general economy; underperformance of KKR's investments and decreased ability to raise funds; and the degree and nature of KKRs competition. (iii)Any other vacant Director position(s) shall be filled by the Board, or the Board shall nominate a replacement Director, in each case, upon the recommendation of the Nominating Committee, in accordance with the Company Charter. WebThe board of directors (the Board ) of FS KKR Capital Corp. II (the Company ) has determined that the Compensation Committee of the Board (the Committee ) shall from Harvard Business School and Harvard Law School, respectively, and his Bachelor of Arts degree from Harvard College. He is currently the Chair of Storycorps and The Ron Brown Scholar Program. (i)Except with the written consent of the Investor Parties, for so long as any Director nominated by the Investor Parties is a member of the Board, the Company Charter, as may be amended, restated, supplemented and/or otherwise modified from time to time, shall provide for a renunciation of corporate opportunities presented to the Investor Parties (and their respective Affiliates and Director nominees), and (ii)except with the written consent of the Founder Designee, for so long as the Founder Director is a member of the Board, the Company Charter, as may be amended, restated, supplemented and/or otherwise modified from time to time, shall provide for a renunciation of corporate opportunities presented to the Founder Director, in the case of each of clause (i)andclause (ii)to the maximum extent permitted by Section122(17) of the Delaware General Corporations Law and substantially on the terms and conditions set forth in the Company Charter attached hereto as Exhibit I. Vote, on an advisory basis, on the frequency of future advisory votes on executive compensation; 4. Read our editorial policy to learn more about our process. The parties hereto acknowledge that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available. Section3.7 Actions Requiring Founder Designee Approval. Stockholders investment in the Company or its Subsidiaries. If at any time prior to the expiration of the Restricted Period, both the KKR Parties and the SL Parties have terminated their respective rights under Section3.9, the remaining obligations of the KKR Parties, the SL Parties, the TCV Parties and the Founder Parties under Section3.9 shall terminate. 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. Prior to Benchmark, Mr. Cohler was Vice President at Facebook, where he was the companys seventh employee, and Vice President at LinkedIn, where he was part of the companys founding team. KKR Engaged Employer Overview 333 Reviews 47 Jobs 373 Salaries 89 Interviews 93 Benefits -- Photos 73 Diversity + Add a Review Updated Mar 13, 2023 Find Reviews Clear All Full-time, Part-time English Filter Found 246 of over 333 Sort Popular Popular COVID-19 Related Highest Rating Lowest Rating Most Recent Oldest First 4.4 Mr. Rosenberg is also a member of our Managers investment committee. Unit means a non-voting limited liability company interest in Desert Newco. Pubco Sub means GD Subsidiary Inc., a Delaware corporation and wholly-owned subsidiary of the Company. (h) Expense Reimbursement. from Claremont McKenna College in 1967 and an M.B.A. from the Columbia Business School in 1969. Jonathan A. Langer has served as a director since May 2017. WebOther Compensation covers all compensation-like awards that don't fit in any of these other standard categories. Mr. Gutirrez has served as the Chief Executive Officer of Arca Continental, one of the largest Coca-Cola bottlers in the world, since January 2019. 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. intentando acceder se encuentra fuera de servicio temporalmente debido a un So long as the Aggregate Founder Ownership is at least 50% of the ClassA Shares owned by Holdings on an As-Exchanged Basis immediately prior to the completion of the IPO, the following actions of the Company (or any of its Subsidiaries or controlled Affiliates) will require the prior written consent of the Founder Designee: (a) Transactions between the Company (or any of its Subsidiaries or controlled Affiliates) and the Sponsors or the Sponsors Affiliates or equityholders (other than unaffiliated limited partners in the Sponsors respective investment funds), in each case other than Permitted Transactions; (b) Any Change in Control in which the Sponsors or the Sponsors Affiliates receive cash or equity consideration from the unaffiliated third party counterparty thereto (or any of such counterpartys affiliates) that the Founder Parties are not also offered on a pro rata basis based on the relative ownership of ClassA Shares; and. (ii)Each Pre-IPO Stockholder (including each TCV Party but only during the Restricted Period) then entitled to vote for the election of any successor as a Director agrees to take all Necessary Action, including casting all votes to which such Pre-IPO Stockholder is entitled in respect of its Company Securities whether at any annual or special meeting, by written consent or otherwise, so as to ensure that any such successor determined in accordance with Section2.1(f) is elected to the Board as promptly as practicable. Gear advertisements and other marketing efforts towards your interests. Section3.10 Special Meetings. He is a former trustee of St. Mark's School of Texas in Dallas, Texas. Each of the following terms is defined in the Section set forth opposite such term: Section1.3 Interpretive Provisions. Before rejoining Lucent in 2002, Ms. Russo was President and Chief Operating Officer of Eastman Kodak Company from March 2001 to December 2001. The chairman also gets $7,200 per year and committee chairs $1,000. Dow Jones Industrial Average, S&P 500, Nasdaq, and Morningstar Index (Market Barometer) quotes are real-time. Mary N. Dillon has been a member of the board of directors since September 6, 2018. (g) Subsidiaries. or any Person that controls, is controlled by or is under common control with, KKR Management, L.L.C., in each case so long as any such KKR Party (i)is managed, sponsored, controlled or advised by an investment fund affiliated with KKR Management, L.L.C. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 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. How we use your information depends on the product and service that you use and your relationship with us. Indemnity Agreement means that certain Indemnity Agreement, dated as of December16, 2011, by and among Desert Newco, Kohlberg Kravis Roberts& Co L.P., Silver Lake Management Company III, L.L.C., and TCV VII Management, L.L.C., and the other parties named therein, as such agreement may be amended, restated, supplemented and/or otherwise modified from time to time. Transaction and Monitoring Fee Agreement means that certain Transaction and Monitoring Fee Agreement, dated as of December16, 2011, by and among the parties named therein, as amended from time to time. Subject to the Company Charter, the Company Bylaws and applicable law, so long as the Aggregate Sponsor Ownership continues to be at least 25% of the aggregate number of outstanding ClassA Shares on an As-Exchanged Basis immediately following the consummation of the IPO, the following actions by the Company or any of its Subsidiaries shall require the prior written consent of each Sponsor that is then entitled to nominate at least one Director pursuant to Section2.1): (a) Change in Control. 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 2012. Member of the Board of Directors of UBS Group AG and of UBS AG (member of the audit committee and of the GNC) from 2012 to 2020, member of the ethical commission at the EPFL from 1999 until 2007, deputy judge at the Swiss Federal By using this site you agree to our use of cookies. Companies are also paying an average of $2,250 per meeting and $1,000 per He held many positions at Goldman Sachs from 2007 to 2017, including Global Head of Pine Street and Global Head of Investor Relations. He is currently chairman of the board of directors of Site Centers Corp. (NYSE: SITC), a self-administered and self-managed real estate investment trust, where he also serves as chair of the compensation committee and member of the audit committee, dividend declaration committee and pricing committee. 2.3 Board of Directors Compensation The executive directors will not receive any compensation for their role as such. Mr. Langer served as Chief Executive Officer and President of NorthStar Realty Finance Corp. (Nasdaq: formerly NRF) from August 2015 to March 2017, when NorthStar Realty Finance merged with Colony Capital, Inc. and NorthStar Asset Management Group Inc. Wed like to share more about how we work and what drives our day-to-day business. Mr. Spiegel currently serves on the boards of directors of Snap Inc. and the Berggruen Institute. Adriane M. Brown has been a member of the board of directors since June 16, 2021. Aggregate SL Ownership means the total number of ClassA Shares owned, in the aggregate and without duplication, by the SL Parties as of the date of such calculation, determined on an As-Exchanged Basis. Joseph A. Grundfest has been a member of the board of directors of since July 15, 2010. For the avoidance of doubt, as of the date of this Agreement, Holdings is a Founder Party. Insurance Companies our process College in 1967 and an M.B.A. from the Columbia Business School his! 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