8-KLeadership Changes

KKR & Co. Inc. 8-K Report, Executive Changes (Dec 10, 2021)

Filed December 10, 2021For Securities:KKRKKRTKKR-PDKKRS

Summary

This 8-K filing announces the approval of significant equity incentive awards granted to KKR & Co. Inc.'s Co-Chief Executive Officers, Joseph Bae and Scott Nuttall, following their recent promotions. The awards consist of 7.5 million restricted holdings units each, which can be exchanged for KKR common stock. These awards are structured with a dual vesting requirement: a "Market Price Vesting Condition" tied to specific stock price appreciation targets and a "Cliff Service Vesting Condition" requiring continued employment with KKR until December 31, 2026. The primary objective of these awards is to align the leadership's interests with those of KKR's stockholders by incentivizing substantial stock price appreciation. The vesting targets represent significant premiums over the stock's closing price on December 10, 2021, suggesting an ambitious outlook for future share performance. Importantly, KKR currently intends not to grant any further equity incentive awards to these Co-CEOs over the next five years, highlighting the substantial nature of this current grant.

Key Highlights

  • 1KKR granted 7.5 million restricted holdings units each to Co-CEOs Joseph Bae and Scott Nuttall.
  • 2Awards are contingent on both stock price appreciation (Market Price Vesting Condition) and continued employment (Cliff Service Vesting Condition).
  • 3Stock price targets range from $95.80 to $135.80, representing 27% to 80% appreciation from the December 10, 2021 closing price of $75.34.
  • 4Vesting requires the Co-CEOs to remain employed until December 31, 2026, with exceptions for involuntary termination without cause, death, or disability.
  • 5Awards must vest by December 31, 2028, with continued service required if the price target is met after December 31, 2026.
  • 6KKR anticipates no further equity incentive awards will be granted to these Co-CEOs for the next five years.
  • 7The awards are designed to directly align executive compensation with stockholder value creation through significant stock price growth.

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