kkr board of directors compensationkkr board of directors compensation

In the event a VCOC Investor transfers all or any portion of its Company Securities to an affiliated entity (or to a direct or indirect wholly-owned conduit subsidiary of any such affiliated entity) that is intended to qualify as a venture capital operating company under the regulations issued by the Department of Labor at Section2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, as the same may be amended from time to time (including corresponding provisions of succeeding regulations), such affiliated entity shall be afforded the same rights with respect to the Company and its Subsidiaries afforded to the VCOC Investor hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder. Paired Interest has the meaning given to such term in the Exchange Agreement.

| He began his career in 1996 at Midland Loan Services in Kansas City. WebIts objectives are to generate current income and, to a lesser extent, long-term capital appreciation. 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). Mr. Langer was an Operating Partner and Consultant at Bain Capital from March 2010 to March 2012, where he worked in its private equity area. 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. The Company and Desert Newco hereby unconditionally and irrevocably waive, relinquish and release (and covenant and agree not to exercise, and to cause each Affiliate of the Company and Desert Newco not to exercise), any claims or rights that the Company or Desert Newco may now have or hereafter acquire against any Covered Person (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of the Companys or Desert Newcos obligations under this Agreement or under any indemnification obligation (whether pursuant to any other contract, any organizational document or otherwise), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Covered Person against any Covered Person, whether such claim, remedy or right arises in equity or under contract, law or otherwise, including any right to claim, take or receive from any Covered Person, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right. 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). Prior to joining U.S. Cellular, Ms. Dillon served as Global Chief Marketing Officer and Executive Vice President of McDonalds Corporation from 2005 to 2010, where she led its worldwide marketing efforts and global brand strategy. How we use your information depends on the product and service that you use and your relationship with us. (c) Any tax election (i)revoking Desert Newcos Section754 election under the Code or (ii)to treat Desert Newco as other than a partnership for tax purposes. Muchas gracias.

The forward-looking statements are based on KKRs beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it.

Ms. Madoff is a 2018 David Rockefeller Fellow, a Director of Hudson River Park Friends, a member of the Harvard Business School Alumni Board, and a member of the Harvard Kennedy School Women and Public Policy Womens Leadership Board. Prior to joining KKR, Mr. Stork was at BlackRock Inc. where he held multiple leadership roles for more than 20 years, including most recently as Deputy Chief Operating Officer from 2019 to 2021 and as Chairman of Asia Pacific from 2014 to 2019. Such Director may be referred to as the Founder Director. Deborah H. McAneny has served as a director since May 2017. Kathryn K. Sudol joined KKR in 2022 and is its Chief Legal Officer, General Counsel and Secretary. (d) The termination of any provision of this Agreement shall not relieve any party from any liability for the breach of its obligations under this Agreement prior to such termination. Director Director Former EVP of Legal Affairs and General Counsel, Philadelphia Housing Authority. Company Securities means (i)the Company Common Stock and (ii)securities then convertible into, or exercisable or exchangeable for, Company Common Stock (including Paired Interests exchangeable for ClassA Shares pursuant to the Exchange Agreement). Park (whose initial term shall expire in 2016). WebTotal Compensation. Of this total $54,323 was received as fees earned or paid in cash, $0 was received as non-stock incentive plan compensation, $0 was received as change in pension value and nonqualified deferred compensation earnings, $0 was [Signature Page to Stockholder Agreement]. (c) Nominations.

and (ii)owns Company Securities. Section4.7 Waiver of Jury Trial; Consent to Jurisdiction. WebCompare your salary against accurate statistics based on 38 salaries crowdsourced from KKR professionals.

0 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.

(e) Dissolution; Liquidation; Reorganization; Bankruptcy. Srinivas Tallapragada. (b) In the event that any Investor Party or a Founder Party transfers, directly or indirectly, any Company Securities to any Person that is not already a party to this Agreement and who is or becomes an Investor Party or a Founder Party, such transferring party shall, as a condition to any such transfer, require such transferee to 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 either a KKR Party (if the transferring party is an KKR Party), an SL Party (if the transferring party is an SL Party), a TCV Party (if the transferring party is a TCV Party) or a Founder Party (if the transferring party is a Founder Party) for all purposes herein. Por favor vuelva en 24 Hrs. In 2013, he created 42, a school that trains computer specialists in France, and in 2017, he opened Station-F, a startup campus located in Paris. from Claremont McKenna College in 1966 and a J.D. This site is protected by reCAPTCHA and the Google Causing a merger, consolidation, liquidation, dissolution or winding up of Desert Newco, or creating any class of Equity Securities of Desert Newco, other than the class of Units existing upon effectiveness of the Amended LLC Agreement. Pubco Sub means GD Subsidiary Inc., a Delaware corporation and wholly-owned subsidiary of the Company. WebCONTACT BOARD OF DIRECTORS. Founder Designee means Holdings or any other Founder Party designated in writing to the Company as such by Holdings. Dane E. Holmes has been a member of the board of directors since March 4, 2021. Caroline Donahue.

Section4.1 Assignment. The non-executive directors compensation will be determined by the Board of Directors.

(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. intentando acceder se encuentra fuera de servicio temporalmente debido a un Lo sentimos pero la pgina

(ii)If, subject to the rights of the Sponsors under Section3.6(h), the Board votes to increase the size of the Board (including as contemplated by Section2.1(d)(ii)), the vacant Director position(s) created as a result of such newly created directorship(s) shall be filled by the Board, upon the recommendation of the Nominating Committee. Prior to joining Benchmark, Ms. McAneny was employed by John Hancock Financial Services, where she advanced to Executive Vice President and was responsible for a portfolio of structured and alternative investment businesses including John Hancocks real estate, structured fixed income, timber and agricultural investment business units.

New sales segments or products. New York, NY 10001. Stockholders investment in the Company or its Subsidiaries. Companies are also paying an average of $2,250 per meeting and $1,000 per 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.

The 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 assist the Board in fulfilling certain of the Boards oversight This number represents the median, which is the midpoint of the ranges from our proprietary For the avoidance of doubt, as of the date of this Agreement, Holdings is a Founder Party. Mr. Roberts has served as a director or trustee of several cultural and educational institutions, including Claremont McKenna College. He graduated from Brown University, magna cum laude, with a B.A. From 2013 to June 2021, she was the Chief Executive Officer of Ulta Beauty, and before then she served as President and Chief Executive Officer and member of the board of directors of United States Cellular Corporation, a provider of wireless telecommunication services, from 2010 to 2013. The Company shall pay or reimburse the reasonable, documented out-of-pocket expenses actually incurred by the members of the Board in connection with their service on the Board (and any committee thereof) or in connection with their service on the board or other similar governing body of any Subsidiary of the Company (and any committee thereof). After the date hereof, each of the KKR Parties, the SL Parties, the TCV Parties and the Founder Parties agrees that, for so long as any such party has obligations under Article II or Section3.9, if such party acquires beneficial ownership (as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) of additional ClassA Shares, such party shall promptly (and in no event later than two (2)calendar days following the date of such acquisition) notify the other KKR Parties, the SL Parties, the TCV Parties and the Founder Parties, as the case may be. Prior to joining John Hancock in 1985, she was a senior auditor for Arthur Anderson & Co. Ms. McAneny is currently a director of Jones Lang LaSalle Incorporated (NYSE: JLL) a leading global professional services and investment management firm specializing in real estate where she serves as a member of the compensation and nominating and corporate governance committees, a director of RREEF Property Trust, Inc., a public non-traded REIT, where she serves on the audit committee, and a director of First Eagle Alternative Capital BDC, Inc. (Nasdaq: FCRD), a publicly traded business development company, where she serves as the chairperson of the audit committee. 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 also a former Trustee of The Masters School in Dobbs Ferry, New York, an Honorary Trustee of the Francis W. Parker School in Chicago and a former member of the Stanford Graduate School of Business Trust. From 1994 to 2010, Mr. Langer was employed at Goldman, Sachs & Co., where he most recently worked as a Partner in its Real Estate Principal Investment Area (REPIA), which invests the Whitehall Street Real Estate Limited Partnerships.

All forward-looking statements speak only as of the date they are made. (c) To the extent consistent with applicable law (and with respect to events which require public disclosure, only following public disclosure thereof through applicable securities law filings or otherwise), inform each VCOC Investor or its designated representative in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, Desert Newco, or any of their respective Subsidiaries, and provide each VCOC Investor or its designated representative with the right to consult with the Company and its Subsidiaries with respect to such actions should the VCOC Investor elect to do so; provided, that the Company and Desert Newco shall be under no obligation to provide the VCOC Investor with material non-public information with respect to any such significant corporate action. Section3.1 Periodic Reporting. (b) Composition; Company Recommendation.

Prior to his current position, he was Co-Chief Executive Officer until 2021. We sell different types of products and services to both investment professionals and individual investors. NEW YORK-- ( BUSINESS WIRE )--KKR today announced a newly promoted group of 18 Partners and 42 Managing Directors, effective January 1, 2022. 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. He previously served as an independent director on the board of directors of Berkshire Realty Company, Inc. (formerly NYSE: BRI) from 1997 until the company was taken private in 1999. Toggle navigation. Section4.15 No Recourse. Ms. McAneny has also served as President of the CRE Finance Council, formerly known as the Commercial Mortgage Securities Association. KKR wanted the company, but they didn't want Johnson anymore. Notwithstanding the foregoing, Confidential Information shall not include information that: (I)is or becomes generally available to the public other than as a result of a disclosure by the Pre-IPO Stockholder or its Representatives in violation of this provision; (II) was available to the Pre-IPO Stockholder on a nonconfidential basis prior to its disclosure by the Company or its Representatives; (III) becomes available to the Pre-IPO Stockholder on a non-confidential basis from a Person other than the Company, its Subsidiaries or their respective Representatives who is not known by the Pre-IPO Stockholder to be otherwise bound by a confidentiality agreement with the Company, its Subsidiaries or any of their respective Representatives in respect of such information, or is otherwise not known by the Pre-IPO Stockholder to be under an obligation to the Company, its Subsidiaries or any of their respective Representatives not to transmit such information to the Pre-IPO Stockholder or its Representatives; or (IV) was independently developed by the Pre-IPO Stockholder without reference to or use of such information. Section4.11 Binding Effect; Third Party Beneficiaries. He holds an A.B. (d) Any nomination or consent right or other consent or action under this Agreement exercisable by the KKR Parties, and any waiver of a breach of, or waiver or consent to modification of, any right of the KKR Parties under this Agreement, may be exercised on their behalf by KKR; any nomination or consent right or other consent or action under this Agreement exercisable by the SL Parties, and any waiver of a breach of, or waiver or consent to modification of, any right of the SL Parties under this Agreement, may be exercised on their behalf by SL; any consent right or other consent or action under this Agreement exercisable by the TCV Parties, and any waiver of a breach of, or waiver or consent to modification of, any right of the TCV Parties under this Agreement, may be exercised on their behalf by TCV; any. Mr. Spiegel holds a bachelors degree in Engineering, Product Design from Stanford University. (iv)Any recommendation of the Nominating Committee shall require the approval of the members of the Nominating Committee appointed by the Sponsors, for so long as (x)the Aggregate Sponsor Ownership continues to be at least 25% of the ClassA Shares outstanding on an As-Exchanged Basis immediately prior to the consummation of the IPO and (y)the Aggregate KKR Ownership or Aggregate SL Ownership continues to be at least 10% of the ClassA Shares outstanding on an As-Exchanged Basis immediately following the consummation of the IPO. Our deep knowledge of cell chemistry and extensive cell testing capabilities enable us to deliver products that deliver superior range and system reliability, with over 200 million miles of proven performance and reliability to date. Mr. Nuttall has had numerous leadership roles at KKR. He has been involved in the data communications, internet and telecommunications industry since the late 1980s. Any attempted assignment of rights or obligations in violation of this Section4.1 shall be null and void. Section4.14 Table of Contents, Headings and Captions.

WebCONTACT BOARD OF DIRECTORS.

Ms. Dillon served as a director of Target Corporation from 2007 to 2013 and as a member of its compensation committee from 2009 to 2013. Prior to Honeywell, Ms. Brown spent 19 years at Corning, Inc., ultimately serving as Vice President and General Manager, Environmental Products Division, having started her career there as a shift supervisor. John B. Hess has been a member of the board of directors since July 28, 2011. hb```iaB -j2 0HI/\A.TPQ[>`H+P $d` v?8 %Q Js[ (g) Subsidiaries. Matthew R. Cohler has been a member of the board of directors since December 31, 2021. KKR employees rate the overall compensation and benefits package 4.5/5 stars. Mr. Lee previously served as Co-Chief Executive Officer and Co-President of our Company from October 2015 through March 2020, and of our Manager from March 2016 through January 2021. Section3.8 Actions Requiring TCV Approval.