Mr. Nuttall has had numerous leadership roles at KKR. 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. Pgina Principal | Increasing or decreasing the size of the Board. Mr. Roberts has served as a director or trustee of several cultural and educational institutions, including Claremont McKenna College. Mr. Ahern co-founded The Townsend Group in 1983 and is the Chief Executive Officer and a member of the firms management and investment committees. 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). 241 0 obj <> endobj Before joining KKR, Mr. Rosenberg was a partner at Eton Park Capital Management through the end of 2010, holding a seat on the firms operating, risk and valuation committees. EnerDel is proud to be a US designer and manufacturer, with our headquarters, engineering and manufacturing in Indiana, and our advanced engineering tech center in California. Prior to his current position he served as Co-President and Co-Chief Operating Officer from 2017 to 2021, and he has been a member of the board of directors since July 2017. Mr. Scully previously served on the Board of Deans Advisors of Harvard Business School. Mr. Holmes serves on several non-profit boards. IPO Registration Statement means the initial registration statement filed under the Securities Act of 1933, as amended, with respect to the IPO. (iii)If at any time the Founder Parties do not beneficially own at least 5% of the outstanding Shares on an As-Exchanged Basis, the Founder Parties and Holdings may terminate their rights and obligations under Article II and Article III of this Agreement upon written notice to the Company, KKR, SL and TCV, and the resignation or removal from the Board of the Founder Director; provided that the Founder Parties and Holdings obligations under Section3.9 shall survive as set forth therein. $121,620 View details. 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 with respect to the TCV Parties upon the expiration of the Restricted Period or as otherwise may be agreed among the TCV Parties and each Sponsor who is then entitled to nominate at least one Director pursuant to Section2.1. WebScott Charles Nuttall Co-Chief Executive Officer & Director: Mortgage Investments LLC, KKR & Co., Inc., KKR Management LLC, First Data Resources Australia Ltd. Adriane M. Brown Independent Director (c) (i)If at any time the KKR Parties do not beneficially own at least 5% of the outstanding Shares on an As-Exchanged Basis, the KKR Parties may terminate their rights and obligations under Article II and Article III of this Agreement upon written notice to the Company, SL, TCV and the Founder Designee and the resignation or removal from the Board of all KKR Directors then serving; provided that the KKR Parties obligations under Section3.9 shall survive as set forth therein. In Million) Total Amount Mr. Krishnan Brahmadesham V. (Ceased to be Executive Director and Chief Executive Officer wef Founder Parties means each of the following, so long as they hold Company Securities: (i)Robert Parsons, (ii)a spouse, lineal descendant, sibling, parent or heir of Robert Parsons, (iii)an entity that is solely controlled by Robert Parsons or any of persons described in clause (ii)(or a combination thereof); provided, that Robert Parsons or any of the persons described in clause (ii)are, collectively, the sole beneficial owners of such entity, (iv)a person to whom Company Securities are transferred (A)by will or the laws of descent and distribution by a person described in clause (i)or (ii)above or (B)by gift without consideration of any kind; provided, that in the case of clause (B), such transferee is the spouse, lineal descendant, sibling, parent or heir of such person or (v)a trust that is for the exclusive benefit of a person described in any of the foregoing clauses (i), (ii)or (iv)above. In addition, each Pre-IPO Stockholder acknowledges that (x)the Company has invested, and continues to invest, substantial time, expense and specialized knowledge in developing its Confidential Information; (y)the Confidential Information provides the Company with a competitive advantage over others in the marketplace; and (z)the Company would be irreparably harmed if the Confidential Information were disclosed to competitors or made available to the public. 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. Company Common Stock means all classes and series of common stock of the Company, including the ClassA Common Stock and Class B Common Stock. 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. (d) Certain Indebtedness. Transactions between the Company (or any of its controlled Affiliates) and (i)Affiliates of the Company, (ii)Pre-IPO Stockholders or Affiliates of Pre-IPO Stockholders (including Holdings) or (iii)holders of equity securities of Holdings, in each case, other than (x)transactions pursuant to which a Pre-IPO Stockholder or an Affiliate of a Pre-IPO Stockholder avails itself of rights expressly provided to such Pre-IPO Stockholder or its Affiliates (as applicable) in this Agreement or the Reorganization Agreement or any transaction or agreement contemplated thereby, as any of the same may be amended, supplemented or restated from time to time in accordance with their terms (including in this clause (x)(A)payments under the Tax Receivable Agreements or transactions between the Company and any party to such Tax Receivable Agreements with respect to the rights and obligations thereunder and (B)transactions pursuant to the Reorganization Agreement, the Registration Rights Agreement, the Exchange Agreement, the Amended LLC Agreement, the Indemnity Agreement and other indemnification rights provided by the Company or its Subsidiaries), (y)transactions with portfolio companies of a Sponsor on an arms length basis and entered into by the Company (or its Subsidiaries or controlled Affiliates, as applicable) in the ordinary course of their business and (z)transactions between the Company or any wholly-owned Subsidiary of the Company, on the one hand, and any other wholly-owned Subsidiary of the Company, on the other hand (transactions described in clauses (x), (y)and (z), the Permitted Transactions). Each party hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court any objection to such jurisdiction, whether on the grounds of hardship, inconvenient forum or otherwise. Restricted Period means the period commencing on the IPO Date and terminating on the third anniversary of the IPO Date. 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. This site is protected by reCAPTCHA and the Google Company Charter means the Amended and Restated Certificate of Incorporation of the Company, a copy of which is attached hereto as Exhibit I. He is also senior faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University; co-director of Directors College, a venue for the continuing professional education of directors of publicly traded corporations; and co-founder of Financial Engines, Inc., a provider of services and advice to participants in employer-sponsored retirement plans, where he served as a director since its inception in 1996 through 2018. MODULAR AND CUSTOMIZABLE AMERICAN-MANUFACTURED LITHIUM-ION BATTERY SOLUTIONS FOR YOUR ENERGY NEEDS. WebOther Compensation covers all compensation-like awards that don't fit in any of these other standard categories. Section3.6 Actions Requiring Sponsor Approval. He is currently a member of the board of directors of International Market Centers, Inc., which he joined in September of 2017. 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 Paired Interest has the meaning given to such term in the Exchange Agreement. Covered Person means (i)each Pre-IPO Stockholder, in each case in his, her or its capacity as such, and each such Persons successors, heirs, estates or legal representative, (ii)any Affiliate, in his, her or its capacity as such, of each Pre-IPO Stockholder, in his, her or its capacity as such and (iii)any Affiliate, officer, director, shareholder, partner, member, employee representative or agent of any of the foregoing, in each case in clauses (i)or (ii)whether or not such Person continues to have the applicable status referred to in such clauses. He earned a B.A. Ms. Esteves most recently served as the Chief Financial Officer of Time Warner Cable Inc. from 2011 to 2013. Mr. Gutirrez held several executive positions in the company from 2001 to 2018, including Deputy Chief Executive Officer, Chief Operating Officer, Head of the Mexico Beverages Division, Executive Vice President of Human Resources, Director of Corporate Planning and General Counsel. (h) Expense Reimbursement. In no event shall any Pre-IPO Stockholder or its Representatives use any Confidential Information for any purpose other than for the benefit of the Company or a purpose reasonably related to monitoring or protecting such Pre-IPO. George R. Roberts co-founded KKR in 1976 and serves as its Co-Executive Chairman. He graduated from Brown University, magna cum laude, with a B.A. Brian R. Ford. shall have resigned shall promptly nominate a successor to such Director, in accordance with this Section2.1; but if none of the Nominating Parties are entitled to fill such vacant Director position(s), such vacant Director position(s) shall be filled by the Board, upon the recommendation of the Nominating Committee. (iii)Any other vacant Director position(s) shall be filled by the Board, or the Board shall nominate a replacement Director, in each case, upon the recommendation of the Nominating Committee, in accordance with the Company Charter. If at any time prior to the expiration of the Restricted Period, both the KKR Parties and the SL Parties have terminated their respective rights under Section3.9, the remaining obligations of the KKR Parties, the SL Parties, the TCV Parties and the Founder Parties under Section3.9 shall terminate. Subject to the Company Charter, the Company Bylaws and applicable law, so long as the Aggregate Sponsor Ownership continues to be at least 25% of the aggregate number of outstanding ClassA Shares on an As-Exchanged Basis immediately following the consummation of the IPO, the following actions by the Company or any of its Subsidiaries shall require the prior written consent of each Sponsor that is then entitled to nominate at least one Director pursuant to Section2.1): (a) Change in Control. The following factors, among others, could cause actual results to vary from the forward-looking statements: whether KKR realizes all or any of the anticipated benefits from converting to a corporation and the timing of realizing such benefits; whether there are increased or unforeseen costs associated with the conversion, including any adverse change in tax law; the volatility of the capital markets; the general volatility of the capital markets; failure to realize the benefits of or changes in KKRs business strategies including the ability to realize the anticipated synergies from acquisitions or strategic partnerships or other transactions; availability, terms and deployment of capital; availability of qualified personnel and expense of recruiting and retaining such personnel; changes in the asset management industry, interest rates or the general economy; underperformance of KKR's investments and decreased ability to raise funds; and the degree and nature of KKRs competition. He is a member of the CRE Finance Council, Pension Real Estate Association, Real Estate Capital Policy Advisory Committee for the Real Estate Roundtable, Real Estate Executive Council, Manhattan Chapter of YPO and Urban Land Institute where he sits on one of its Urban Development and Mixed-Use Councils. All online salary resources are all in alignment with a total comp of $200k+. 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. (a) Size. VIP | 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. (iv)Notwithstanding anything contained herein to the contrary, this Article IV shall survive any termination of any provisions of this Agreement; provided, that the obligations of each Pre-IPO Stockholder under Section4.8 shall terminate as set forth in such section. Person means an individual, a corporation, a partnership, a limited liability company, a trust, an incorporated or unincorporated association, a joint venture, a joint stock company or any other entity or body. The consent rights set forth in this Section3.9 shall not apply to a Section8.2(b) Exchange (as defined in the Amended LLC Agreement), but do apply to any Transfer of ClassA Shares issued thereupon. Donnelley & Sons Company (NYSE: RRD), Aramark (NYSE: ARMK), Level 3 Communications, Inc. (formerly NYSE: LVLT), The Timberland Co. (formerly Nasdaq: TBL), Johnson Diversey Inc., tw telecom inc. (formerly Nasdaq: TWTC), and Mrs. Bairds Bakeries Inc. Ms. Esteves received a B.B.A. Develop and improve features of our offerings. Mr. Salem has a B.A. Mr. Salem joined KKR in 2015, and is a Partner and Head of KKRs Real Estate Credit Group. from Stanford Law School. 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. Each Sponsor (for so long as such Sponsor is entitled to nominate at least one Director pursuant to Section2.1), the TCV Parties during the Restricted Period and Founder Parties (for so long as they are entitled to nominate the Founder Director pursuant to Section2.1) shall take all Necessary Action, including, to the extent necessary, voting all of its Company Securities and executing proxies or written consents, as the case may be, to ensure that the provisions in respect of corporate opportunities and director and officer indemnification, exculpation and advancement of expenses set forth in the Company Charter and the Company Bylaws in the forms set forth in Exhibit I and Exhibit II, respectively, are not amended, modified or supplemented in any manner, without the prior written consent of KKR, SL, TCV, or the Founder Designee, as applicable. 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