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He also serves in national and international chambers, such as the Nuevo Leon Transformation Industry Chamber, the U.S.-Mexico CEO Dialogue and the Consumer Goods Forum in Latin America. Section4.14 Table of Contents, Headings and Captions. He is currently the Chairman of the Pension Real Estate Association and is a Global Member of the Urban Land Institute. Section3.5 Conflicting Organizational Document Provisions. WebKKR & Co. Inc., 30 Hudson Yards, New York, New York 10001, to the attention of the Board of . He was the architect of the firms major strategic development initiatives, including leading KKRs public listing, developing the firms balance sheet strategy, overseeing the development of KKRs public markets businesses in the credit and hedge fund space as well as the creation of the firms capital markets, capital raising and insurance businesses. He serves on several boards of industry-related companies, including Jugos del Valle and Piasa, and he holds positions on several international and national industry councils. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Stockholder Agreement. Stock Exchange Independent Director means a Director who qualifies, as of the date of such Directors election or appointment to the Board (or any committee thereof) and as of any other date on which the determination is being made, as an Independent Director under the applicable rules of the Stock Exchange, as determined by the Board. 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.

Section4.13 Further Assurances. Pre-IPO Stockholders means the Investor Parties and the Founder Parties. Aggregate SL Ownership means the total number of ClassA Shares owned, in the aggregate and without duplication, by the SL Parties as of the date of such calculation, determined on an As-Exchanged Basis. Overview: KKR Engaged Employer Overview 333 Reviews 47 Jobs 373 Salaries 89 Interviews 93 Benefits -- Photos 73 Diversity + Add a Review Updated Mar 13, 2023 Find Reviews Clear All Full-time, Part-time English Filter Found 246 of over 333 Sort Popular Popular COVID-19 Related Highest Rating Lowest Rating Most Recent Oldest First 4.4 Aggregate Sponsor Ownership means the total number of ClassA Shares owned, in the aggregate and without duplication, by the Sponsors as of the date of such calculation, determined on an As-Exchanged Basis plus, during the Restricted Period, any ClassA Shares owned by the TCV Parties on an As-Exchanged Basis. He is also Founder and Chairman of the board of directors of REDF, a San Francisco nonprofit organization. Each VCOC Investor agrees to comply with Section4.8 as if it were a party hereto, it being agreed and understood that any VCOC Investor that is not a party hereto shall be deemed a Representative (within the meaning of such term as it is used and defined in Section4.8) of the Investor Party with which such VCOC Investor is affiliated. Section3.4 Company Charter; Company Bylaws; Corporate Opportunities. Ms. Madoff currently serves as an Advisor to The Goldman Sachs Group (Goldman), a global investment banking, securities and investment management firm. Our investment management business generates asset-based fees, which are calculated as a percentage of assets under management. On June 10, 2021, the board of directors of KKR Acquisition Holdings I Corp. increased the size of the Board from four to five directors and appointed Meghan Frank as an independent director, effective immediately. We also sell both admissions and sponsorship packages for our investment conferences and advertising on our websites and newsletters.

References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Before joining Goldman Sachs in 2006, Mr. Salem held positions at Morgan Stanley and Citigroup Alternative Investments where he invested in mezzanine debt and other high yield CRE credit on behalf of the Travelers Insurance Companies.

Stock Exchange means the New York Stock Exchange or other national securities exchange or interdealer quotation system on which the ClassA Common Stock is at any time listed or quoted. Prior to her current position she served as KKRs General Counsel and Secretary. Section3.9 Transfers of Company Securities. applied on a consistent basis, and with respect to each fiscal year end statement together with an auditors report thereon of a firm of established national reputation; and (iii)any annual reports, quarterly reports and other periodic reports pursuant to Section13 or 15(d) of the Exchange Act, actually prepared by the Company, Desert Newco or any of their respective Subsidiaries as soon as available, to the extent the Company or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding indebtedness of the Company or such Subsidiary to prepare such reports.

The Company shall be required to maintain the Executive Committee: for so long as (A)the Company continues to be a controlled company within the meaning of the Stock Exchange rules, with the Investor Parties (including the TCV Parties during the Restricted Period) and Founder Parties collectively owning at least 50% of the voting power of all shares of stock of the Company entitled to vote generally in the election of Directors and (B)the KKR Parties, the SL Parties, and the Founder Parties are entitled to nominate at least one KKR Director, at least one Silver Lake Director and the Founder Director, respectively, as provided in Section2.1. Terrance R. Ahern has served as a director since May 2017.
(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. Notwithstanding anything herein to the contrary, each of the Covered Persons shall be a third party beneficiary of the rights conferred to such Covered Persons in this Section4.12. Prior to joining KKR, Mr. Lee spent three years at Apollo Global Management on their global real estate team where he focused on real estate acquisitions. Company Common Stock means all classes and series of common stock of the Company, including the ClassA Common Stock and Class B Common Stock. Ms. McAneny received a B.S. Each Director so nominated may be referred to as an Silver Lake Director.

Mr. Builione joined KKR Credit Advisors (US) LLC (KKR Credit), in 2013, is a member of KKR & Co. (KKR), and president of KKR Credit and Markets. Ms. Brown previously served on the boards of directors of Allergan Plc and Raytheon Company until 2020. Arturo Gutirrez Hernndez has been a member of the board of directors since March 4, 2021. Date Total Comp. (a) This Agreement shall become effective on the day immediately preceding the date of the Form 8-A Effective Time, as defined in the Reorganization Agreement. From 2007 to 2019 she served as the lead independent director of HFF, Inc. (NYSE:HF), a leading provider of commercial real estate and capital markets services in the US. The Company and Desert Newco each hereby agree that, with respect to each Investor Party or any Affiliate of an Investor Party that directly or indirectly has an interest in the Company, Desert Newco, or any of their respective Subsidiaries that is intended to qualify such investment as a venture capital investment (as defined in the U.S. Department of Labor regulation codified at 29 C.F.R. (ii)If at any time the SL Parties do not beneficially own at least 5% of the outstanding Shares on an As-Exchanged Basis, the SL Parties may terminate their rights and obligations under Article II and Article III of this Agreement upon written notice to the Company, KKR, TCV and the Founder Designee and the resignation or removal from the Board of all Silver Lake Directors then serving; provided that the SL Parties obligations under Section3.9 shall survive as set forth therein. She previously served as the Executive Vice President and Chief Financial Officer of XL Group plc from 2010 to 2011.

241 0 obj <> endobj Notwithstanding the foregoing, so long as the consent rights of the Sponsors continue under this Section3.6, transactions between the Company (or any of its Subsidiaries or controlled Affiliates) and either of the Sponsors or their respective Affiliates (other than Permitted Transactions) will require the consent of a majority of aggregate ClassA Shares held by the Founder Designee and the TCV Parties on an As-Exchanged Basis, unless the Founder Designee or a TCV Party or any of their respective Affiliates is a participant in or a party to such transaction, in which case such Persons ClassA Shares shall be disregarded for purposes of such determination. Mr. Niel is the Founder and Chairman of the board of Iliad SA, a French telecommunications company that owns the internet provider Free and the low-cost mobile operator Free Mobile. nomination or consent right or other consent or action under this Agreement exercisable by the Founder Parties, and any waiver of a breach of, or waiver or consent to modification of, any right of the Founder Parties under this Agreement, may be exercised on their behalf by the Founder Designee.

Vote, on an advisory basis, on the frequency of future advisory votes on executive compensation; 4. D'Aniello Co-Founder and Chairman Emeritus If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Subject to Section2.1(d)(vi), for so long as the Company maintains the Audit Committee, it shall consist of at least one KKR Director (but only if the KKR Parties are then entitled to nominate at least one KKR Director) and at least one Silver Lake Director (but only if the SL Parties are then entitled to nominate at least one Silver Lake Director). Our authors to report on investments fairly, accurately, and is a Global member of board! 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directors board compensation insurance finance pay lead way report endstream endobj 242 0 obj <. Ms. Brown joined Flying Fish Ventures, as a Venture Partner in November 2018 and became a Managing Partner of the venture capital firm in February 2021. Mr. Salem has a B.A. Ms. Esteves also currently serves as a director of Roper Technologies, Inc. (NYSE: ROP), where she is a member of the Audit Committee. He is currently the Chair of Storycorps and The Ron Brown Scholar Program. The remaining initial Directors of the Company are Blake J. Irving, Richard H. Kimball, Elizabeth S. Rafael, and Charles J. Robel, none of whom are nominees of the Sponsors or the Founder Parties. We also respect individual opinionsthey represent the unvarnished thinking of our people and exacting analysis of our research processes. KKR does not undertake any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made except as required by law. Herald Chen. (a) This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. Adriane M. Brown has been a member of the board of directors since June 16, 2021. Ms. McAneny has also served as President of the CRE Finance Council, formerly known as the Commercial Mortgage Securities Association. Subject to Section2.1(d)(vi), for so long as the Company maintains the Compensation Committee and Nominating Committee, such committees shall each consist of at least one KKR Director (but only if the KKR Parties are then entitled to nominate at least one KKR Director) and at least one Silver Lake Director (but only if the SL Parties are then entitled to nominate at least one Silver Lake Director). 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. Sentimos mucho las molestias causadas. Nominating and Governance Committee. Terms of Service apply.

Certificate of Incorporation for KKR & Co. Inc. In connection. Mr. Salem joined KKR in 2015, and is a Partner and Head of KKRs Real Estate Credit Group.

He also serves as a director, chairman emeritus, or trustee of several cultural, professional, and educational institutions, including The Business Council (former chairman), Claremont McKenna College, Columbia Business School (co-chairman), Mount Sinai Hospital, the Partnership for New York City (former chairman), the Partnership Fund for New York City (founder), Rockefeller University (vice chairman), Sponsors for Educational Opportunity (chairman), and the Tsinghua School of Economics and Management in China. So long as the Aggregate Founder Ownership is at least 50% of the ClassA Shares owned by Holdings on an As-Exchanged Basis immediately prior to the completion of the IPO, the following actions of the Company (or any of its Subsidiaries or controlled Affiliates) will require the prior written consent of the Founder Designee: (a) Transactions between the Company (or any of its Subsidiaries or controlled Affiliates) and the Sponsors or the Sponsors Affiliates or equityholders (other than unaffiliated limited partners in the Sponsors respective investment funds), in each case other than Permitted Transactions; (b) Any Change in Control in which the Sponsors or the Sponsors Affiliates receive cash or equity consideration from the unaffiliated third party counterparty thereto (or any of such counterpartys affiliates) that the Founder Parties are not also offered on a pro rata basis based on the relative ownership of ClassA Shares; and.

He currently serves on the board of Answer the Call, a non-profit organization. Transaction and Monitoring Fee Agreement means that certain Transaction and Monitoring Fee Agreement, dated as of December16, 2011, by and among the parties named therein, as amended from time to time. Writing, written and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. He is currently a member of the board of directors of International Market Centers, Inc., which he joined in September of 2017. Change in Control means any transaction or series of related transactions (whether by merger, consolidation, recapitalization, liquidation or sale or transfer of Company Securities or assets (including equity securities of the Subsidiaries) or otherwise) as a result of which any Person or group, within the meaning of Section13(d)(3) of the Exchange Act (other. He also worked at Goldman Sachs in the merchant banking divisions real estate principal investment area (REPIA) for over five years after spending two years in the investment banking division. Aggregate Founder Ownership means the total number of ClassA Shares owned, in the aggregate and without duplication, by the Founder Parties as of the date of such calculation, determined on an As-Exchanged Basis.

New York, NY 10001. The estimated total pay for a Director at KKR is $384,307 per year. (f) Nature of Business.

(b) Make appropriate officers and directors of the Company, Desert Newco, and their respective Subsidiaries, available periodically and at such times as reasonably requested by the VCOC Investor for consultation with each VCOC Investor or its designated representative but not more frequently than once per quarter with respect to matters relating to the business and affairs of the Company, Desert Newco, and their respective Subsidiaries; and. 254 0 obj <>/Filter/FlateDecode/ID[<2B621EF2BD8F5D41BBDDA1BC372447BC><88106B4A468ECC45AE2A154561B34BAD>]/Index[241 24]/Info 240 0 R/Length 71/Prev 42795/Root 242 0 R/Size 265/Type/XRef/W[1 2 1]>>stream

Incurring (or extending, supplementing or otherwise modifying any of the material terms of) any indebtedness (including any refinancing of existing indebtedness), assuming, guaranteeing, endorsing or otherwise as an accommodation becoming responsible for the obligations of any other Person (other than the Company or any of its Subsidiaries), or entering into (or extending, supplementing or otherwise modifying any of the material terms of) any agreement under which the Company or any Subsidiary may incur indebtedness in the future, in each case in an aggregate principal amount in excess of $50.0 million in any transaction or series of related transactions and other than a drawdown of amounts committed (including under a revolving facility) under a debt agreement that previously received the prior written consent of KKR and SL or that was entered into on or prior to the date hereof. Mark Garrett. No later than the first anniversary of the effectiveness of the IPO Registration Statement, the Audit Committee shall consist of at least three Independent Directors (at least one of whom shall satisfy the audit committee financial expert requirements as such term is defined by Item407(d)(5) of RegulationS-K). (i) The Executive Committee shall initially consist of Herald Y. Chen, Gregory K. Mondre and Robert Parsons.

Mr. Salem 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. Mr. Langer served as Chief Executive Officer and President of NorthStar Realty Finance Corp. (Nasdaq: formerly NRF) from August 2015 to March 2017, when NorthStar Realty Finance merged with Colony Capital, Inc. and NorthStar Asset Management Group Inc. Board of Directors : 8 : Section 2.2 : Voting Agreement : 12 : Section 2.3 : Controlled Company a compensation committee of the Board (the Compensation Committee), a nominating and governance committee of the Board TCV and the Founder Designee and the resignation or removal from the Board of all KKR Directors He has also served on the boards of various non-profit institutions with a particular focus on education, most recently as Co-Chairman of Teach for America New York. 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). Mr. Hess has been the Chief Executive Officer of Hess Corporation since 1995 and a director since 1978. Director means any of the individuals elected or appointed to serve on the Board. Dane E. Holmes has been a member of the board of directors since March 4, 2021. 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. As-Exchanged Basis means a calculation of the ClassA Shares outstanding and/or the ClassA Shares owned, as applicable, assuming that all outstanding Paired Interests that are exchangeable for ClassA Shares pursuant to the Exchange Agreement are so exchanged (and, for the avoidance of doubt, without giving effect to any contractual or other limitation on the conversion or exchange of such Paired Interests that may be in effect from time to time). 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. Section3.10 Special Meetings. WebCONTACT BOARD OF DIRECTORS. WebScott Charles Nuttall Co-Chief Executive Officer & Director: Mortgage Investments LLC, KKR & Co., Inc., KKR Management LLC, First Data Resources Australia Ltd. Adriane M. WebTotal Compensation. He has also served as a director of GMAC Financial Services and MSCI Inc. Before joining Intellectual Ventures, Ms. Brown served as President and Chief Executive Officer of Honeywell Transportation Systems. Read our editorial policy to learn more about our process. We provide a platform for our authors to report on investments fairly, accurately, and from the investors point of view. Prior to joining Morgan Stanley in 1996, he served as a Managing Director at Lehman Brothers and at Salomon Brothers. He is currently chairman of the board of directors of Site Centers Corp. (NYSE: SITC), a self-administered and self-managed real estate investment trust, where he also serves as chair of the compensation committee and member of the audit committee, dividend declaration committee and pricing committee. Ms. Dillon formerly served as a member of the board of directors of Ulta Beauty, Inc., a beauty products retailer, from 2013 to 2022, and was its Executive Chair from June 2021 through June 2022. (iv)Each Pre-IPO Stockholder (including each TCV Party during the Restricted Period) agrees not to grant, or enter into a binding agreement with respect to, any proxy to any Person in respect of its Company Securities that would prohibit such Pre-IPO Stockholder (including each TCV Party but only during the Restricted Period) from casting votes in respect of such Company Securities in accordance with this Section2.2(a). 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.

endstream endobj startxref I'm interviewing with KKR for a Principal role in their real estate group. And we have unwavering standards for how we keep that integrity intact, from our research and data to our policies on content and your personal data. Approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the Proxy Statement; 3. Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , . 56% of sales are in annuities, which in 2020 accounted for a total of $6.7b in a market of $220b. In 2010, Mr. Niel founded Kima Ventures SAS, which is an active early-stage investor. All such notices, requests and other communications to any party hereunder shall be given to such party as follows: If to any of the KKR Parties, addressed to it at: with a copy (which shall not constitute notice) to: If to any of the SL Parties, addressed to it at: If to any of the TCV Parties, addressed to it at: Wilson Sonsini Goodrich& Rosati Professional Corporation. Johnson's team upped its bid to $92. This STOCKHOLDER AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of March31, 2015, by and among (i)GoDaddy Inc., a Delaware corporation (the Company), (ii)Desert Newco, LLC, a Delaware limited liability company (Desert Newco), (iii)KKR 2006 GDG Blocker L.P., a Delaware limited partnership (KKR 2006 GDG), KKR 2006 Fund (GDG) L.P., a Delaware limited partnership (KKR 2006 Fund), KKR Partners III, L.P., a Delaware limited partnership (KKR Partners III), GDG Co-Invest Blocker, L.P., a Delaware limited partnership (GDG Co-Invest) and OPERF Co-Investment LLC, a Delaware limited liability company (OPERF), (iv)SLP III Kingdom Feeder I, L.P., a Delaware limited partnership (SLKF I), Silver Lake Technology Investors III, L.P., a Delaware limited partnership (SLTI III), SLP GD Investors, L.L.C., a Delaware limited liability company (SLP GD) and Silver Lake Partners III, L.P., a Delaware limited partnership (SLP III) (v)TCV VII (A), L.P., a Cayman Islands exempted limited partnership (TCV VII (A)), TCV VII, L.P., a Cayman Islands exempted limited partnership (TCV VII) and TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (Member Fund) and (vi)The Go Daddy Group, Inc., an Arizona corporation (Holdings). Investor Parties means the Sponsors and the TCV Parties. Over the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets globally. Companies are also paying an average of $2,250 per meeting and $1,000 per telephone conference, for a total annual compensation of about $36,000 per year.

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