Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2021, Michael R. McFerran was involuntarily terminated as Partner, Chief Operating Officer and Chief Financial Officer of Ares Management Corporation (the "Company" or the "registrant").

Jarrod Phillips, who is a Partner and Chief Accounting Officer at the Company, has been appointed as Chief Financial Officer of the Company effective August 4, 2021. In such capacity, Mr. Phillips has been designated as the principal financial and accounting officer of the Company. Mr. Phillips joined the Company in January 2016 as Chief Accounting Officer. Mr. Phillips has served as the Chief Financial Officer of Ares Acquisition Corp. since May 2020. Prior to joining the Company, Mr. Phillips was a Partner at Deloitte & Touche LLP, where he focused on financial services and asset management assurance and advisory services. Mr. Phillips holds a B.S. from Virginia Polytechnic Institute and State University in Accounting. Mr. Phillips holds a CPA license in the State of California. Mr. Phillips is a member of the board of directors of Safe & Sound, a not-for-profit dedicated to the strengthening of families and ending child abuse and School On Wheels, a not-for-profit providing tutoring and mentoring to students experiencing homelessness.

"Together with our Board of Directors, we welcome Jarrod Phillips as our new Chief Financial Officer. Jarrod has a track record of strong leadership and a deep knowledge base, and is supported by a talented partner group across our Finance function. I have had the pleasure of knowing and working closely with Jarrod since he joined Ares over five years ago and look forward to our continued partnership," said Michael Arougheti, Chief Executive Officer and President of the Company.

In connection with his appointment, Mr. Phillips will receive a base salary of $750,000 and has been awarded 20,000 shares of Restricted Units, which settle in shares of the Company's Class A Common Stock ("Ares stock"). The Restricted Units will vest in four equal installments on each of the second, third, fourth and fifth anniversaries of the first day of the quarter in which the grant date occurs, generally subject to Mr. Phillips' continued service through the applicable vesting date (subject to certain exceptions set forth in the award agreement which conforms to the Form Restricted Unit Agreement, filed on November 26, 2018). Mr. Phillips is also entitled to participate in the Company's cash bonus and long-term incentive programs. There are no arrangements or understandings between Mr. Phillips and any other person pursuant to which he was appointed as Chief Financial Officer, and there are no relationships between Mr. Phillips and the registrant that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

Each of the Company's business operations functions now reports directly to Mr. Arougheti. Mr. Arougheti previously held chief operating officer duties at the Company from 2014 until 2017. In addition to Finance, the Company's other business operations functions include Legal led by Naseem Sagati Aghili, Human Resources led by Jessica Dosen, Compliance led by Miriam Krieger, Investment Operations led by Michael Leopardi and Technology led by Sandesh Hegde. Each of these group heads has served in these roles for multiple years and has an average tenure at the Company of over eight years.

Item 7.01. Regulation FD Disclosure.

In connection with his termination, Mr. McFerran has been removed from all other positions at the Company and its subsidiaries and affiliates. The Board of Directors' decision to terminate Mr. McFerran was made following a thorough and comprehensive investigation by outside legal counsel. That investigation found that Mr. McFerran engaged in inappropriate personal relationships and interactions with certain employees in violation of company policies, including human resources policies and other codes of conduct, as well as his agreements with the Company. Mr. McFerran's termination was unrelated to the Company's operations or financial controls.





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As a result of Mr. McFerran's termination, he has forfeited all future compensation, all unvested Restricted Units and all unvested carried interest. Such forfeitures include performance-based equity awards subject to future appreciation of Ares stock and special time-based equity awards valued at over $50 million that would have vested over the next five years through 2026.

"As soon as we became aware of the allegations, we began an investigation and retained outside counsel to assist us in this process. The Board took swift action upon receipt of the investigation's findings, terminating Mr. McFerran with forfeiture of significant economic interests. Mr. McFerran's conduct was entirely inconsistent with our values and cannot be tolerated," said Tony Ressler, Co-Founder and Executive Chairman of Ares Management Corporation.

"Each of us at Ares is expected to live our core values every day. Our over 2,000 employees around the world understand how important this is to our culture and to maintaining a respectful work environment," added Mr. Arougheti.

The information disclosed under this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.





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