8-KLeadership Changes

KKR & Co. Inc. 8-K Report, Executive Changes (Aug 7, 2023)

Filed August 7, 2023For Securities:KKRKKRTKKR-PDKKRS

Summary

KKR & Co. Inc. filed an 8-K report on August 6, 2023, detailing equity incentive awards granted to key executive officers, including the Chief Financial Officer, Chief Operating Officer, and Chief Legal Officer. These awards are designed to align executive compensation with significant stock price appreciation and long-term employee retention. The awards vest based on a combination of achieving specific KKR common stock price targets and continued employment through December 31, 2028. The vesting conditions are directly tied to the company's stock performance, with tiered price targets ranging from $95.80 to $135.80. These targets represent substantial premiums over the stock's closing price of $59.24 on August 3, 2023, indicating a strong focus on driving future shareholder value. The structure aims to incentivize these officers to achieve performance levels that would benefit all KKR shareholders.

Key Highlights

  • 1KKR granted equity incentive awards to its CFO, COO, and CLO on August 4, 2023.
  • 2Awards are contingent on KKR's common stock appreciating to specific price targets ($95.80, $105.80, $115.80, $125.80, $135.80) and the executive officer's continued employment until December 31, 2028.
  • 3The stock price targets represent significant premiums, ranging from 62% to 129% above the August 3, 2023 closing price of $59.24.
  • 4These targets are identical to those granted to KKR's Co-CEOs in December 2021.
  • 5The awards vest in 20% increments as each stock price target is met.
  • 6A five-year cliff vesting period is required, with exceptions for involuntary termination without cause, death, disability, and retirement.
  • 7The awards are intended to align executive incentives with long-term stock price performance and shareholder interests.

Frequently Asked Questions

KKR granted equity incentive awards in the form of restricted holdings units to its Chief Financial Officer, Chief Operating Officer, and Chief Legal Officer. These units provide the right to exchange them for KKR common stock after vesting.

The awards have two primary vesting conditions: 1) the KKR common stock price must reach specific target levels, and 2) the executive officer must remain employed by KKR through December 31, 2028 (subject to certain exceptions like involuntary termination without cause, death, disability, or retirement).

The awards vest in tranches of 20% each, as the stock price meets the following targets: $95.80, $105.80, $115.80, $125.80, and $135.80. These targets represent an increase of 62% to 129% relative to the August 3, 2023 closing price of $59.24.

Yes, while continuous employment until December 31, 2028, is generally required, exceptions exist for involuntary termination without cause, as well as termination due to death, permanent disability, or retirement. If the stock price targets are not met by December 31, 2029, the awards will be forfeited.