| | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on at www.proxyvote.com. | | |
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| Chairman Director Age: Director since | | | We believe that Mr. | |
| Director Age: Director Since 2020 | | | Rajat Dhanda has served as a director since March | |
| | | | Operating Officer. He has served as Ares’s Global Head of Wealth Management since November 2021, responsible for the oversight of distribution, marketing, product development, operations and legal functions. Mr. Dhanda Prior to joining Black Creek Group, Mr. Dhanda spent 26 years at Morgan Stanley, leading key divisions of their institutional and Wealth Management platforms, while also serving on the firm’s Management and Risk Committee for his last eight years. Most recently, he was head of Investment Products and Services in Wealth Management, responsible for all of the products distributed by Morgan Stanley’s financial advisors. In this capacity, he worked closely with the firm’s financial advisors and third-party asset managers to design and distribute products offering a breadth of investment solutions. In addition, as a member of the division’s Executive and Operating Committees, Mr. Dhanda worked to develop strategies for the changing regulatory environment and the opportunities that technology and data offer today in the wealth management channels. Mr. Dhanda holds a BA in both Business Economics as well as Organizational Behavior & Management from Brown University. We believe that Mr. Dhanda’s qualifications to serve on our Board of Directors are demonstrated by his proven business acumen and his significant experience leading key divisions while at Morgan Stanley and Black Creek Group. He has also demonstrated extensive knowledge of capital raising in wealth management channels. We believe that his leadership and experience are valuable additions to our board in connection with our ongoing offering and perpetual-life REIT. | |
| Jay W. Glaubach Director Age: 46 Director since 2023 | | | Jay W. Glaubach has served as a director of our Board of Directors and as our Partner, Co-President since January 2023. Mr. Glaubach has also served as a Partner in Ares Real Estate and Co-Head of U.S. Real Estate Investments, positions he has held since July 2018 and January 2022, respectively. He has also been a member of Ares Real Estate’s Investment Committee and the Chairman of the AREIT Advisors Committee since August 2014 and January 2022, respectively. Since October 2021, Mr. Glaubach served as the Chairman of the Business & Investment Process Subcommittee of the Ares Diversity, Equity and Inclusion Council. Mr. Glaubach joined Ares in 2014 from DLJ Real Estate Capital Partners, where he ran the Los Angeles office. He previously worked in investment banking in New York, London and Frankfurt. Mr. Glaubach has served on the Board of Directors of Montage Hotels & Resorts from 2015 to 2019 and as an Adjunct Professor of Real Estate at the University of Southern California from 2012 to 2016. He holds a B.A., magna cum laude, from Harvard College, a J.D., magna cum laude, from Harvard Law School and an M.B.A. from Harvard Business School. We believe that Mr. Glaubach’s qualifications to serve on our Board of Directors are demonstrated by his extensive experience in finance and real estate, including through his current or previous roles at Ares Real Estate and DLJ Real Estate Capital Partners. | |
| Charles B. Duke Director Age: Director since 2006 Chairman of Audit Committee | | | Charles B. Duke has served as an independent director of our Board of Directors since January 2006. Mr. Duke has also served as an independent director on the board of AIREIT since February 2016 and on the board of Industrial Property Trust Inc. (“IPT”) from March 2013 through May 2020. Mr. Duke also served as an independent director on the board of directors of Industrial Income Trust Inc. (“IIT”) from December 2009 until November 2015. Mr. Duke is currently founder and Chief Executive Officer of To Table Inc. (“To Table”), a retailer of specialty gourmet foods. Prior to founding To Table in November 2014, Mr. Duke was involved in the management of two ink jet cartridge remanufacturers and aftermarket suppliers: Mr. Duke served as Executive Vice President of IJR, Inc. in Phoenix, Arizona, from October 2012 to July 2014, and as the founder, President and Chief Executive Officer of |
Legacy Imaging, Inc. from 1996 through 2012. Mr. Duke has been active in entrepreneurial and general business activities since 1980 and has held several executive and management roles throughout his career, including founder, president, and owner of Careyes Corporation, a private bank, registered investment advisor and a member of FINRA based in Denver, Colorado, Chief Financial Officer at Particle Measuring Systems, a global technology leader in the environmental monitoring industry based in Boulder, Colorado, and Vice President of Commercial Loans at Colorado National Bank. Mr. Duke also spent four years with Kirkpatrick Pettis, the investment banking subsidiary of Mutual of Omaha, as Vice President of Corporate Finance, involved in primarily mergers and acquisitions, financing, and valuation activities. Mr. Duke graduated from Hamilton College Our Board of Directors has determined that Mr. Duke is the audit committee financial expert. We believe that Mr. Duke’s qualifications to serve on our Board of Directors include his considerable experience in financial matters, including specifically his experience as founder and president of a private bank and as Chief Financial Officer of a significant organization, and we believe his business management experience is valuable in terms of providing director leadership. | | ||||
| Daniel J. Sullivan Director Age: Director since 2006 Member of Audit Committee Member of Conflicts Resolution Committee Member of Nominating and Corporate Governance Committee | | | Daniel J. Sullivan has served as an independent director of our Board of Directors since January 2006. Since 2003, Mr. Sullivan has been a private consultant and an author. From 2003 to 2013, Mr. Sullivan was also the assistant editor of Humanitas, an academic journal published by the National Humanities Institute. Prior to that, from 1998 to 2002, he was Director of Business Development at Jordan Industries Inc. Mr. Sullivan has nineteen years of international business, consulting, and private equity investment experience, including over four years, from 1987 through 1991, in the real estate industry as an appraiser, property analyst, and investment banker with Manufacturers Hanover Real Estate Investment Banking Group in New York. During that time, Mr. Sullivan participated in the structuring and private placement of over $1 billion in long term, fixed rate, and multi property mortgage financings for the bank’s corporate clients. Mr. Sullivan holds a Master of Arts Degree in Political Theory from The Catholic University of America in Washington, D.C. and a Bachelor of Arts Degree in History from Boston College in Chestnut Hill, Massachusetts. | |
| | | | We believe that Mr. Sullivan’s diverse background in education, journalism, international business, consulting, and private equity investment adds a unique perspective to our Board of Directors in fulfilling its duties. His qualifications to serve on our board are also demonstrated by his experience in international business, finance, and real estate investments. | |
| John P. Woodberry Director Age: Director since 2006 Member of Audit Committee Member of Conflicts Resolution Committee Chairman of Nominating and Corporate Governance Committee | | | John P. Woodberry has served as an independent director of our Board of Directors since January 2006. He also served as a member of the Board of Trustees, the Special Committee, and the Audit Committee for IPT and as the Chairman of the Special Committee and Audit Committee from May 2020 until July 2020 when its remaining assets were sold and the company was dissolved. Mr. Woodberry has been active in finance and investing since 1991. From July 2019 to present, Mr. Woodberry has worked at the investment banking firm W.G. Nielsen & Co. From July 2019 to August 2021, Mr. Woodberry was a Director and from August 2021 to present he has been a Managing Director. From 2012 to July 2019, Mr. Woodberry served as Portfolio Manager for Woodberry Holdings, LLC, a family office with investments in venture capital, hedge funds, private companies, and public equities. From 2016 to present, Mr. Woodberry has served as the Chairman of the Board of American Marksman, LLC, an early stage recycling and munitions company. From 2014 to 2021, Mr. Woodberry served as the Chairman of the Board for AgPixel, LLC, an agriculture services company. From 2007 to 2012, Mr. Woodberry worked at Passport Capital, LLC where he served as a Senior Managing Director and Portfolio Manager for Capital Markets and India. From 2004 to 2007, Mr. Woodberry was the President and Portfolio Manager of Independence Capital Asset Partners, LLC. Previously, from 2001 to 2004, Mr. Woodberry was a Senior Research Analyst at Cobalt Capital, LLC, a New York City based hedge fund. From 1998 to 2001, Mr. Woodberry worked for Minute Man Capital Management, LLC and Trident Investment Management, LLC, each a New York City based hedge fund. From 1995 to 1998, Mr. Woodberry worked at Templeton Investment Council Ltd. Mr. Woodberry has a Master’s Degree in Business Administration from Harvard Business School and a Bachelor of Arts Degree from Stanford University. We believe that Mr. Woodberry’s qualifications to serve on our Board of Directors include his depth of experience in finance, capital markets, and investment management. His managerial roles at various hedge funds, including his experience as President and Portfolio Manager of Independence Capital Asset Partners, LLC, provide him with leadership experience that we believe is valuable to our Board of Directors in fulfilling its duties. | |
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Brian P. Mathis Director Age: Director since 2021 Member of Nominating and Corporate Governance Committee | | | Brian P. Mathis has served as an independent director of our Board of Directors since September 2021. Mr. Mathis is a Co-Founder & Chief Strategy Officer of C Street Advisory Group, assisting business leaders maximize value and their organizations become more inclusive, equitable and valuable. Mr. Mathis is also a Founding Partner of Pine Street Alternative Asset Management (“Pine Street”), a premier investment management firm focused on emerging hedge fund managers. Prior to founding Pine Street in 2011, Mr. Mathis was a Co-Managing Partner of Provident Group Asset Management, LLC (“PGAM”) where he was a member of the investment committee and primarily responsible for | |
| | | | portfolio construction and capital raising. Before joining PGAM, Mr. Mathis was a Managing Director at Advent Capital Management, responsible for business development and marketing of their multi-strategy, credit and convertible hedge fund strategies. Prior to Advent, Mr. Mathis was a Director at Pacific Alternative Asset Management Company (“PAAMCO”), a fund of hedge funds with over $7.5 billion of assets under management. Prior to PAAMCO, Mr. Mathis was a Vice President at J.P. Morgan Chase & Co. serving in various private equity groups. Mr. Mathis served on the Board of Directors/Advisors for PlusFunds (observer), Eastport Operating Partners LP, Edison Schools, LinksCorp, Bell Sports and We believe that Mr. Mathis brings significant alternative asset investment experience to the Board of Directors, including hedge fund, private equity, and venture capital experience, globally. His qualifications to serve on our board are also demonstrated by his experience in serving on the Board of Directors of Vericast and NewHold Investment | |
Name | | | Age | | | Position | |
| | | | Partner, Co-President | | ||
Jeffrey W. Taylor | | | | | Partner, Co-President | ||
| |||||||
Lainie P. Minnick | | | | | Managing Director, Chief Financial Officer and Treasurer | | |
Scott W. Recknor | | | | | Partner, Asset Management | |
Name | | Fees Earned or Paid in Cash(1) | | Stock Awards(2) | | All Other Compensation(3) | | Total | | | Fees Earned or Paid in Cash(1) | | Stock Awards(2) | | All Other Compensation(3) | | Total | | ||||||||||||||||||||||||||||||||
Charles B. Duke | | | $ | 151,500 | | | | $ | 50,000 | | | | $ | 1,281 | | | | $ | 202,781 | | | | | $ | 115,000 | | | | $ | 75,000 | | | | $ | 1,330 | | | | $ | 191,330 | | | ||||||||
Daniel J. Sullivan | | | $ | 134,000 | | | | $ | 50,000 | | | | $ | 1,281 | | | | $ | 185,281 | | | | | $ | 110,000 | | | | $ | 75,000 | | | | $ | 1,330 | | | | $ | 186,330 | | | ||||||||
John P. Woodberry | | | $ | 137,500 | | | | $ | 50,000 | | | | $ | 1,281 | | | | $ | 188,781 | | | | | $ | 120,000 | | | | $ | 75,000 | | | | $ | 1,330 | | | | $ | 196,330 | | | ||||||||
Brian P. Mathis | | | $ | 34,667 | | | | $ | 50,000 | | | | $ | 836 | | | | $ | 85,503 | | | | | $ | 95,000 | | | | $ | 75,000 | | | | $ | 1,330 | | | | $ | 171,330 | | |
| | Equity Compensation Plans Information | | | Equity Compensation Plans Information | | ||||||||||||||||||||||||||||||||
Plan Category | | Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(1) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(2) | | | Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(1) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(2) | | ||||||||||||||||||||||||
Equity compensation plans approved by security holders | | | | 26,159(3) | | | | $ | — | | | | | 1,755,918 | | | | | | 33,859(3) | | | | $ | — | | | | | 1,722,059 | | | ||||||
Equity compensation plans not approved by security holders | | | | — | | | | | — | | | | | 1,987,916 | | | | | | — | | | | | — | | | | | 1,987,916 | | | ||||||
Total / Weighted Average | | | | 26,159 | | | | $ | — | | | | | 3,743,834 | | | | | | 33,859 | | | | $ | — | | | | | 3,709,975 | | |
Name and Address of Beneficial Owner(1) | | | Amount and Nature of Beneficial Ownership | | | Percent of Applicable Class | | |||||||||
Charles B. Duke (Independent Director) | | | | | 26,525 | | | | Class I shares | | | | | * | | |
James R. Mulvihill (Chairman and Director) | | | | | 245,899 | | | | Class I shares | | | | | 1.8% | | |
| | | | | 836,651 | | | | Class I OP Units | | | | | | | |
Rajat Dhanda (Director and Partner, Co-President) | | | | | 33,397 | | | | Class S shares | | | | | * | | |
David A. Roth (Director) | | | | | — | | | | — | | | | | * | | |
Brian P. Mathis (Independent Director) | | | | | — | | | | — | | | | | * | | |
Daniel J. Sullivan (Independent Director) | | | | | 30,253 | | | | Class I shares | | | | | * | | |
John P. Woodberry (Independent Director) | | | | | 19,936 | | | | Class I shares | | | | | * | | |
Jeffrey W. Taylor (Partner, Co-President) | | | | | 29,248 | | | | Class I shares | | | | | * | | |
Lainie P. Minnick (Managing Director, Chief Financial Officer and Treasurer) | | | | | 5,090 | | | | Class I shares | | | | | * | | |
Joshua J. Widoff (former Managing Director, Chief Legal Officer and Secretary) (2) | | | | | — | | | | — | | | | | * | | |
Gregory M. Moran (Managing Director and Chief Investment Officer) | | | | | 10,457 | | | | Class I shares | | | | | * | | |
Scott W. Recknor (Partner, Asset Management) | | | | | — | | | | — | | | | | * | | |
Beneficial ownership by all directors and executive officers as a group (12 persons) | | | | | 33,397 | | | | Class S shares | | | | | * | | |
| | | | | 1,204,059 | | | | Class I shares/OP Units | | | | | 2.0% | | |
| | | | | 1,237,456 | | | | Total shares/OP Units | | | | | * | | |
Name and Address of Beneficial Owner(1) | | | Amount and Nature of Beneficial Ownership | | | Percent of Applicable Class | | |||||||||
David A. Roth (Chairman and Director) | | | | | 28,736 | | | | Class I shares | | | | | * | | |
Rajat Dhanda (Director and former Partner, Co-President) | | | | | 33,397 | | | | Class S shares | | | | | * | | |
Jay W. Glaubach (Director and Partner, Co-President) | | | | | 57,472 | | | | Class I shares | | | | | * | | |
Charles B. Duke (Independent Director) | | | | | 33,384 | | | | Class I shares | | | | | * | | |
Daniel J. Sullivan (Independent Director) | | | | | 38,761 | | | | Class I shares | | | | | * | | |
John P. Woodberry (Independent Director) | | | | | 26,795 | | | | Class I shares | | | | | * | | |
Brian P. Mathis (Independent Director) | | | | | 6,754 | | | | Class I shares | | | | | * | | |
Jeffrey W. Taylor (Partner, Co-President) | | | | | 30,628 | | | | Class I shares | | | | | * | | |
Lainie P. Minnick (Managing Director, Chief Financial Officer and Treasurer) | | | | | 5,330 | | | | Class I shares | | | | | * | | |
Scott W. Recknor (Partner, Asset Management) | | | | | — | | | | — | | | | | * | | |
Beneficial ownership by all directors and executive officers as a group (10 persons) | | | | | 33,397 | | | | Class S shares | | | | | * | | |
| | | | | 227,860 | | | | Class I shares | | | | | * | | |
| | | | | 261,257 | | | | Total shares | | | | | * | | |
| | | Class T | | | Class S | | | Class D | | | Class I | | ||||||
Selling commissions (as % of transaction price) | | | up to 3.00% | | | up to 3.50% | | | | | —% | | | | | | —% | | |
Dealer manager fees (as % of transaction price) | | | 0.50% | | | —% | | | | | —% | | | | | | —% | | |
Distribution fees (as % of NAV per annum) | | | 0.85% | | | 0.85% | | | | | 0.25% | | | | | | —% | | |
| | | Fixed | | |||
% of applicable monthly NAV per Fund Interest (as defined below) x the weighted-average Fixed Component number of Fund Interests for such month (per annum) | | | | | 1.10% | | |
% of consideration received by us or our affiliates for selling interests in DST Properties to third-party investors, net of up-front fees and expense reimbursements payable out of gross sale proceeds from the sale of such interests (per annum)(1) | | | | | 1.10% | | |
| | For the Year Ended December 31, | | Payable as of December 31, | | | For the Year Ended December 31, | | Payable as of December 31, | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands) | | 2021 | | 2020 | | 2019 | | 2021 | | 2020 | | | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | ||||||||||||||||||||||||||||||||||||||||
Selling commissions and dealer manager fees(1) | | | $ | 2,977 | | | | $ | 1,498 | | | | $ | 2,094 | | | | $ | — | | | | $ | — | | | | | $ | 4,289 | | | | $ | 2,656 | | | | $ | 1,498 | | | | $ | — | | | | $ | — | | | ||||||||||
Ongoing distribution fees(1)(2) | | | | 2,974 | | | | | 2,024 | | | | | 1,387 | | | | | 394 | | | | | 188 | | | | | | 6,800 | | | | | 3,206 | | | | | 2,024 | | | | | 748 | | | | | 394 | | | ||||||||||
Advisory fees – fixed component | | | | 21,433 | | | | | 17,211 | | | | | 13,637 | | | | | 2,094 | | | | | 1,547 | | | | | | 33,747 | | | | | 21,433 | | | | | 17,211 | | | | | 2,868 | | | | | 2,094 | | | ||||||||||
Performance participation allocation | | | | 15,327 | | | | | 4,608 | | | | | 3,776 | | | | | 15,327 | | | | | 4,608 | | | | | | 23,747 | | | | | 15,327 | | | | | 4,608 | | | | | 23,747 | | | | | 15,327 | | | ||||||||||
Other expense reimbursements – Advisor | | | | 11,070 | | | | | 10,002 | | | | | 10,601 | | | | | 1,443 | | | | | 2,112 | | | | | | 11,346 | | | | | 11,070 | | | | | 10,002 | | | | | 4,192 | | | | | 1,443 | | | ||||||||||
Other expense reimbursements – Dealer Manager | | | | 376 | | | | | 516 | | | | | 1,408 | | | | | — | | | | | — | | | | | | 372 | | | | | 376 | | | | | 516 | | | | | 109 | | | | | — | | | ||||||||||
Property accounting fee(6) | | | | 1,289 | | | | | — | | | | | — | | | | | 478 | | | | | — | | | ||||||||||||||||||||||||||||||||||||
DST Program selling commissions, dealer manager and distribution fees (1) | | | | 9,871 | | | | | 4,097 | | | | | 3,119 | | | | | 219 | | | | | — | | | | | | 22,467 | | | | | 9,871 | | | | | 4,097 | | | | | 241 | | | | | 219 | | | ||||||||||
Other DST Program related costs – Advisor(3) | | | | 6,229 | | | | | 4,085 | | | | | 2,988 | | | | | 87 | | | | | — | | | ||||||||||||||||||||||||||||||||||||
Other DST Program related costs – Advisor(5) | | | | 14,860 | | | | | 6,318 | | | | | 4,085 | | | | | 146 | | | | | 87 | | | ||||||||||||||||||||||||||||||||||||
Total | | | $ | 70,257 | | | | $ | 44,041 | | | | $ | 39,010 | | | | $ | 19,564 | | | | $ | 8,455 | | | | | $ | 118,917 | | | | $ | 70,257 | | | | $ | 44,041 | | | | $ | 32,529 | | | | $ | 19,564 | | |
Date | | Name | | Transaction Type (Acquisition or Disposition of Shares) | | Number of Shares | | Then-current NAV per Share | | | Name | | Transaction Type (Acquisition or Disposition of Shares) | | Number of Shares | | Then-current NAV per Share | | ||||||||||||||||||||
1/31/20 | | Richard Kincaid | | Disposition | | | | 53,378 | | | | $ | 7.49 | | | |||||||||||||||||||||||
4/1/23 | | Jay W. Glaubach | | Acquisition | | | | 57,471.925 | | | | $ | 8.6999 | | | |||||||||||||||||||||||
4/1/23 | | David A. Roth | | Acquisition | | | | 28,735.962 | | | | $ | 8.6999 | | |
| | Fiscal Year 2021 | | Fiscal Year 2020 | | | Fiscal Year 2022 | | Fiscal Year 2021 | | ||||||||||||||||
Audit Fees: | | | $ | 779,000 | | | | $ | 677,000 | | | | | $ | 950,000 | | | | $ | 779,000 | | | ||||
Audit-Related Fees: | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Tax Fees: | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
All Other Fees: | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Total: | | | $ | 779,000 | | | | $ | 677,000 | | | | | $ | 950,000 | | | | $ | 779,000 | | |
| Denver, Colorado April 13, 2023 | | | Joshua J. Widoff Partner, Secretary | |