01—Abstract
Summary
Summary of the 8-K filed December 12, 2025. Cited figures are marked; the original filing is the authoritative source.
This 8-K filing from Apollo Global Management, Inc. (APO) on December 12, 2025, primarily details significant compensation adjustments for key executive officers, specifically the Chief Financial Officer (CFO) and Chief Legal Officer (CLO).
The Compensation Committee has approved substantial restricted share unit (RSU) grants to Martin Kelly (CFO) valued at $10 milliona and Whitney Chatterjee (CLO) valued at $13.5 million. These grants are intended to recognize performance, ensure market competitiveness, and retain these critical executives during a period of company growth and transformation. The RSUs are subject to specific vesting conditions tied to the company's performance fee income and will not deliver shares until 2029.
Furthermore, executive officers, including Scott Kleinman, have been offered the ability to defer settlement of equity awards, with Mr. Kleinman electing to defer portions of his 2021 RSU awards to 2029 and 2032. These compensation actions underscore a focus on long-term value creation and alignment with shareholder interests.
02—Key points
Key Highlights
- Apollo Global Management approved RSU grants valued at $10 million for CFO Martin Kelly and $13.5 million for CLO Whitney Chatterjee.
- These RSU grants are intended to recognize performance, maintain competitive compensation, and ensure executive retention.
- The RSUs are performance-based, contingent on the company achieving a performance fee income requirement.
- Underlying shares for these RSUs will not be delivered until 2029, emphasizing long-term alignment.
- Executive officers, including Scott Kleinman, have the option to defer settlement of equity awards.
- Scott Kleinman elected to defer settlement of a portion of his 2021 RSU awards to 2029 and 2032, extending his alignment with shareholders.
- Dividend equivalents will be paid on certain deferred awards, further aligning executive interests with shareholder returns.
03—Questions
Frequently Asked Questions
What is the primary purpose of the RSU grants to the CFO and CLO?
The RSU grants to the CFO, Martin Kelly, and CLO, Whitney Chatterjee, are primarily intended to recognize their past performance, ensure their compensation is competitive with industry peers, and retain them within the company during a crucial growth and transformation phase.
When will the shares from these RSU grants be delivered to the executives?
The shares underlying these RSUs will not be delivered until 2029, subject to the satisfaction of performance fee income requirements. In cases of voluntary resignation before December 31, 2028, the delivery will be delayed until 2031.
What is a 'Deferral Election' and how has it been used?
A Deferral Election allows executive officers to choose to postpone the settlement of their equity awards. Scott Kleinman, for instance, has elected to defer the settlement of a portion of his 2021 RSU awards to 2029 and 2032, extending his long-term alignment with the company's performance and shareholders.
What are the conditions for the RSUs to vest and for shares to be delivered?
The RSUs will vest upon the company's satisfaction of a performance fee income requirement. The delivery of the underlying shares is contingent on this vesting and is scheduled for 2029. Breaching restrictive covenants or termination for cause would prevent delivery of shares, and voluntary resignation before a certain date can delay delivery.
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