Apollo Global Management, Inc.

9 West 57th Street, 42nd Floor

New York, New York 10019

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

October 7, 20226, 2023

You are cordially invited to attend the 20222023 Annual Meeting of Stockholders of Apollo Global Management, Inc. (“AGM”). The Annual Meeting of Stockholders will be held virtually on October 7, 20226, 2023 at 9:30 a.m., Eastern Time, for the following purposes:

Holders of AGM’s common stock, par value $0.00001 per share, of record at the close of business on August 12, 202211, 2023 are entitled to notice of, and to vote at, the Annual Meeting of Stockholders or any postponements or adjournments thereof.

We will furnish proxy materials to our stockholders via the internet in order to expedite stockholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting of Stockholders.

Accordingly, we are sending to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access the attached proxy statement and theour annual report of Apollo Asset Management, Inc. (our accounting predecessor) to stockholders for the fiscal year ended December 31, 20212022 via the internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form.

We will be holding the Annual Meeting of Stockholders in a virtual-only format. By hosting the Annual Meeting of Stockholders via a live webcast, we believe we are able to communicate more effectively with our stockholders and enable increased attendance and participation from locations around the world. In order to attend the meeting, you must register at http://viewproxy.com/apollo/2022/2023/htype.asp by 11:59 p.m., Eastern Time, on October 4, 2022.3, 2023. The meeting can be accessed by using the invitation provided upon registration, where you will be able to listen to the meeting live, submit questions and vote online. We encourage you to access the Annual Meeting before the start time of 9:30 a.m., Eastern Time, on October 7, 2022.6, 2023. Please allow ample time for online check-in, which will begin at 9:00 a.m., Eastern Time, on October 7, 2022.6, 2023. We encourage you to vote your shares prior to the Annual Meeting.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting of Stockholders, please follow the instructions you received to vote your shares as soon as possible to ensure that your shares are represented at the Annual Meeting of Stockholders. Stockholders of record, or beneficial stockholders named as proxies by their stockholders of record, who attend the meeting may vote their shares personally, even though they have sent in proxies or voted online.

TABLE OF CONTENTS

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EXPLANATORY NOTE

On January 1, 2022 (the “Merger Effective Date”), Apollo Asset Management, Inc. (f/k/a Apollo Global Management, Inc.), a Delaware corporation (“AAM”), and Athene Holding Ltd., a Bermuda exempted company (“AHL”), completed the previously announced merger transactions (the “Mergers”) under Apollo Global Management, Inc. (f/k/a Tango Holdings, Inc.), a Delaware corporation (“AGM”), pursuant to the Agreement and Plan of Merger, dated as of March 8, 2021 (the “Merger Agreement”), by and among AAM, AHL, AGM, Blue Merger Sub, Ltd., a Bermuda exempted company and a direct wholly owned subsidiary of AGM (“AHL Merger Sub”), and Green Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of AGM (“AAM Merger Sub”). Effective as of 1:00 a.m. Eastern Time on January 1, 2022, AAM Merger Sub merged with and into AAM, with AAM continuing as a direct subsidiary of AGM. Effective as of 1:01 a.m. Eastern Time on January 1, 2022, AHL Merger Sub merged with and into AHL, with AHL continuing as a direct subsidiary of AGM.

As a result of the Mergers, AAM and AHL became subsidiaries of AGM and AGM is the accounting successor of AAM. As a result, this Proxy Statement presents information for (a) AAM for all periods prior to the Merger Effective Date and (b) AGM for all periods on or after the Merger Effective Date. Additionally, AGM’s annual report to stockholders for the fiscal year ended December 31, 2021 consists of the annual report of AAM for such period.

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Apollo Global Management, Inc.

PROXY STATEMENT

Annual Meeting of Stockholders of Apollo Global Management, Inc. to be held on Friday, October 7, 20226, 2023

QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT

Why did I receive these proxy materials?

The Board of Directors (the “Board of Directors”) of Apollo Global Management, Inc. (the “Company” or “AGM” and together with its consolidated subsidiaries, “Apollo”) is soliciting proxies for our 20222023 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held virtually on Friday, October 7, 20226, 2023 at 9:30 a.m., Eastern Time. The information included in this proxy statement (“Proxy Statement”) relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of Directorsdirectors and our most highly paid executive officers. AAM’sOur annual report to stockholders for the fiscal year ended December 31, 20212022 (the “Annual Report”) is available to review with this Proxy Statement. We are sending a notice of the Annual Meeting (and, for those who request it, a paper copy of this Proxy Statement and the enclosed form of proxy) to our stockholders on or about August 19, 2022.18, 2023.

What are the notable differences between AGM’s governance structure following the Mergers?

Throughout 2021, we announced a number of significant enhancements to our governance and ownership structures. Our accounting predecessor, AAM was previously a controlled company whereby all power and authority of the board of directors was delegated to an executive committee of the board comprised of Leon D. Black, Marc J. Rowan and Joshua J. Harris (collectively, the “Former Managing Partners”). By contrast, AGM is not a controlled company, and our Board of Directors now consists of a majority of independent directors, with 12 of our 17 directors being independent (12 of 16 directors will be independent as of the opening of the polls of the Annual Meeting as described herein). AGM has also eliminated AAM’s umbrella partnership C-corporation structure, simplifying its ownership and voting structure. Whereas AAM previously had three classes of common stock, AGM now has only one class of outstanding shares, with each share entitled to one vote. We have also adopted a number of practices to further enhance shareholder rights and accountability.

What proposals will be voted on at the Annual Meeting?

The twothree matters scheduled to be voted on at the Annual Meeting are:

1.    The election of Marc Beilinson, James Belardi, Jessica Bibliowicz, Walter (Jay) Clayton, Michael Ducey, Richard Emerson, Kerry Murphy Healey, Mitra Hormozi, Pamela Joyner, Scott Kleinman, A.B. Krongard, Pauline Richards, Marc Rowan, David Simon, Lynn Swann, Patrick Toomey and James Zelter to the Board of Directors as directors, in each case, for a term of one year expiring at the annual meeting of stockholders of AGM to be held in 2023;2024;

2.    An advisory vote to approve the compensation of AGM’s named executive officers (“NEOs”); and

2.3.    The ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as AGM’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.

In addition, such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof may be voted on.

Who is asking me for my vote?

AGM is soliciting your proxy on behalf of the Board of Directors. We will pay the entire cost of this proxy solicitation, including the cost of preparing and sending the Notice of Internet Availability of Proxy Materials (“Notice”) and the Proxy Statement.

What are my voting rights?

Each share of Common Stock is entitled to one vote on each matter properly presented at the Annual Meeting. At the close of business on August 12, 2022,11, 2023, the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting, there were 572,477,039566,891,226 shares of Common Stock outstanding. A list of all record stockholders as of the record date will be available during ordinary business hours at AGM’s principal place of business located at 9 West 57th Street, 42nd Floor, New York, New York 10019, from the Secretary of AGM, at least 10 days before the Annual Meeting.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full printed set?

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), AGM is providing access to its proxy materials via the internet. Accordingly, AGM is sending the Notice to stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy materials on a website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials via the Internet or to request a printed set may be found in the Notice. In addition, stockholders may request to receivea printed set of all future proxy materials in printed form by mail or electronically by email on an ongoing basis.

If you hold shares of Common Stock as the stockholder of record, you have the right to vote those shares at the Annual Meeting. You will need the control number provided on your proxy card you received from us (the “Proxy Card”) or the Notice.

If you are a beneficial owner and hold shares of Common Stock in street name, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership and register at http://viewproxy.com/apollo/2022/2023/htype.asp by 11:59 p.m., Eastern Time, on October 4, 2022.3, 2023.

Please follow the instructions at http://viewproxy.com/apollo/2022/2023/htype.asp in order to attend the Annual Meeting and vote your shares during the meeting, whether you hold your shares of record or in street name. You will need the control number provided on the proxy card you received from us (the “Proxy Card”), your Proxy Card, voting instruction form or your Notice.

Even if you plan to attend the virtual Annual Meeting, we encourage you to submit a proxy or voting instructions for your shares in advance, so that your vote will be counted if you later decide not to attend the virtual Annual Meeting.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting of Stockholders, please follow the instructions you received to vote your shares as soon as possible to ensure that your shares are represented at the Annual Meeting of Stockholders.

How may I vote my shares without attending the Annual Meeting?

Even if you plan to attend the virtual Annual Meeting, we encourage you to submit a proxy or voting instructions before the Annual Meeting by the method or methods described below:

What is a quorum?

For the purposes of the Annual Meeting, a “quorum” is a majority in voting power of the outstanding shares of Common Stock owned by stockholders on the record date entitled to vote at the meeting, represented in person or by proxy. Broker non-votes (as further described below) and abstentions are counted for purposes of determining whether a quorum is present.

What are broker non-votes and how are they treated for vote purposes?

Under the rules of the New York Stock Exchange (“NYSE”), brokers who have transmitted proxy materials to customers may vote the shares of customers who fail to provide voting instructions on “routine matters,” but not on “non-routine matters.” When a broker’s customer does not provide the broker with voting instructions on non-routine matters, the broker cannot vote on those matters and instead reports the number of such shares as broker “non-votes.” Broker non-votes are counted as present for the purpose of determining the presence of a quorum for the transaction of business, but they are not counted as shares voting for non-routine matters. Thus, broker non-votes can have the effect of preventing approval of certain proposals where the number of affirmative votes, although a majority of the votes cast, does not constitute a majority of the voting power present. Non-routine matters include the election of directors (Proposal 1) and the approval, on an advisory basis, of the compensation of AGM’s NEOs (Proposal 2). Therefore, if you hold your shares in street name through a broker, you must cast your vote if you want it to count in respect of the election of directors.these non-routine matters. The ratification of the appointment of AGM’s independent registered public accounting firm is a routine matter, so brokers will have discretion to vote any uninstructed shares on that proposal (Proposal 2)3).

How are matters presented at the Annual Meeting approved?

The affirmative vote of the majority of the votes cast by the holders of the outstanding shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting is needed to elect each person nominated as a director to the Board of Directors (Proposal 1).

The affirmative vote of the majority of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting is needed to approve the proposalproposals to (i) approve, on an advisory basis, the compensation of AGM’s NEOs (Proposal 2) and (ii) ratify the appointment of Deloitte as AGM’s independent registered public accounting firm for the fiscal year ending December 31, 20222023 (Proposal 2)3).

With respect to all of the aforementioned proposals, abstentions and broker non-votes will be counted as present for purposes of establishing a quorum.

Abstentions and broker non-votes will have no effect on the election of directors (Proposal 1). However, abstentions will have the effect of votes “against” the proposalproposals to (i) approve, on an advisory basis, the compensation of AGM’s NEOs (Proposal 2) and (ii) ratify the appointment of Deloitte as AGM’s independent registered public accounting firm for the fiscal year ending December 31, 20222023 (Proposal 2)3).

Who will count the votes?

A representative of Alliance Advisors will count the votes and act as the inspector of election for the Annual Meeting.

What if additional matters are presented at the Annual Meeting?

We do not know of any business to be considered at the Annual Meeting other than the proposals described in this Proxy Statement. If any other business is presented at the Annual Meeting, your properly executed proxy gives authority to John J. Suydam, our Chief Legal Officer, Whitney Chatterjee, our General Counsel, and Jessica L. Lomm, our Secretary, to vote on such matters at their discretion.

Where can I find the voting results from the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K that we will file with the SEC within four business days after the date of the Annual Meeting.

How can I obtain information about AGM?

Copies of our public filings with the SEC are available on our website at www.apollo.com. Stockholders may also obtain free copies of the public filings made by AAM and AGM with the SEC, including financial statements, by visiting our website or by sending a request in writing to Jessica L. Lomm, Secretary, Apollo Global Management, Inc., 9 West 57th Street, 42nd Floor, New York, New York 10019.

When are stockholder proposals due for consideration at next year’s annual meeting?

Under SEC rules, for stockholder proposals to be considered for inclusion in the proxy statement for the 20232024 annual meeting of the stockholders (“20232024 Annual Meeting”), they must be submitted in writing to our Secretary at Apollo Global Management, Inc., 9 West 57th Street, 42nd Floor, New York, New York 10019, on or before April 21, 2023.23, 2024. In addition, our bylaws provide that for directors to be nominated or other proposals to be properly presented at the 20232024 Annual Meeting, an additional notice of any nomination or proposal must be received by us not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. If the date of the 20232024 Annual Meeting is more than 30 days before or more than 70 days after such anniversary date, any such notice by the stockholder to be timely must be received by us not earlier than the close of business on the 120th day prior to the 20232024 Annual Meeting and not later than the close of business on the later of the 90th day prior to the 20232024 Annual Meeting or the 10th day following the day on which public announcement of the date of the 20232024 Annual Meeting is first made by AGM.

Our bylaws also contain a “proxy access” provision that permits a stockholder or group of up to 20 stockholders owning 3% or more of our outstanding common stockCommon Stock continuously for at least three years to nominate and include in our proxy materials director nominees up to the greater of two or 20% of the number of

Why are there references to AAM and AHL in this proxy statement?

On January 1, 2022, AAMApollo Asset Management, Inc. (f/k/a Apollo Global Management, Inc.), a Delaware corporation (“AAM”), and AHLAthene Holding Ltd., a Bermuda exempted company (“AHL” or “Athene”), completed the previously announced merger transactions (the “Mergers”) under AGM, pursuant to the Agreement and Plan of Merger, Agreement, by and among AAM, AHL, AGM, AHL Merger Sub and AAM Merger Sub.dated as of March 8, 2021. As a result, AAM and AHL became subsidiaries of AGM and AGM is the accounting successor of AAM. As a result, this Proxy Statement presents information for (a) AAM for all periods prior to the Merger Effective Date and (b) AGM for all periods on or after the Merger Effective Date. Additionally, the Annual Report consistsSome of the annual reportNEOs and members of the current Board of Directors also serve as directors and/or executive officers of AAM for the fiscal year ended December 31, 2021.or AHL.

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PROPOSAL 1—ELECTION OF DIRECTORS

Directors are elected to one-year terms and hold office until such Director’sdirector’s successor is duly elected and qualified, or, if earlier, until such Director’sdirector’s death or until such Directordirector resigns or is removed in the manner set forth in AGM’s bylaws. The term of all directors will expire at our next annual meeting of stockholders.

All of the nominees are members of the current Board of Directors. On August 8, 2022, Joshua Harris,14, 2023, Richard Emerson, a director of the Company, informed us of his decision not to seek re-election at the Annual Meeting. Accordingly, each of the current members of the Board of Directors (other than Mr. Harris)Emerson) has been nominated for re-election to the Board of Directors at the Annual Meeting.

The Board of Directors currently consists of 17 directors. As a result of Mr. Harris’sEmerson’s decision not to seek re-election, the Board of Directors, upon the recommendation of the nominating and corporate governance committee of the Board of Directors (the “NominatingNominating and Corporate Governance Committee”),Committee, approved reducing the size of the Board of Directors from 17 directors to 16 directors, effective as of the opening of the polls at the Annual Meeting.

If any nominee for election to the Board of Directors should be unable to accept nomination or election as a director, which is not expected, your proxy may be voted for a substitute or substitutes designated by the Board of Directors or the number of directors constituting the Board of Directors may be reduced in accordance with AGM’s certificate of incorporation.

Our organizational documents provide that, in an uncontested election, each director must receive the majority of the votes cast with respect to that director. If a director does not receive a majority vote, he or she has agreed that he or she will offer to resign from the Board of Directors. The Nominating and Corporate Governance Committee would then make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors would review and act on the resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and would publicly disclose its decision and its rationale within 90 days of the certification of the election results. Abstentions and broker non-votes will not be counted for purposes of the election of directors. Brokers do not have discretion to vote any uninstructed shares overfor the election of directors.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the election of the director nominees for directors listed below.

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BOARD OF DIRECTORS

The following table sets forth certain information about our director nominees as of the date of this Proxy Statement. There is no family relationship between any director, executive officer or person nominated to become a director. The Board of Directors provides a process for stockholders to send communications to the Board of Directors. See “Corporate Governance—Communications with the Board of Directors.Directors and Audit Committee.” The business address for each nominee for matters regarding AGM is Apollo Global Management, Inc., 9 West 57th Street, 42nd Floor, New York, New York 10019.

Marc Rowan.Marc Rowan is a Co-Founder and the Chief Executive Officer of AGM, a member of the Board of Directors, and a member of the executive committee of the Board of Directors (the “Executive Committee”). Mr. Rowan co-founded Apollo in 1990. Mr. RowanAGM. He currently serves on the boards of directors of inter alia,AGM, AHL and Athora Holding.Holding Ltd. (“Athora”), a strategic liabilities platform that acquires or reinsures blocks of insurance business in the German and broader European life insurance market. He is also a member of AGM’s and AHL’s board executive committees. Currently, Mr. Rowan is Chair of the Board of Advisors of Thethe Wharton School and a member of Business at the University of Pennsylvania’s Board of Trustees. He has previously served on the boards of directors of, inter alia, Caesars Acquisition Co. and Caesars Entertainment Corporation.Pennsylvania. In addition, he is involved in public policy and is an initial funder and contributor to the development of the Penn Wharton Budget Model, a nonpartisan research initiative which provides analysis of public policy’s fiscal impact. An active philanthropist and civically engaged, Mr. Rowan is Chair of the Board of UJA-Federation of New York, the world’s largest local philanthropy helping 4.5 million people annually while funding a network of nonprofits in New York, Israel, and 70 countries. He is also a founding member and Chair of the Youth Renewal Fund and Vice Chair of Darca, Israel’s top educational network operating 4047 schools with over 22,00027,000 students throughout Israel’s most diverse and underservedunder-served communities. Mr. Rowan also serves on the board of directors of, inter alia, OpenDor Media, a digital media company centered on engaging Jewish and Israeli content. He is an Executive Committee member of the Civil Society Fellowship, a partnership of ADL and the Aspen Institute, designed to empower the next generation of community leaders and problem solvers from across the political spectrum. He also serves on the boards of, inter alia, several technology-oriented venture companies.solvers. Mr. Rowan graduated summa cum laude from the University of Pennsylvania’s Wharton School of Business with a B.S. and an M.B.A. in Finance. Mr. Rowan has significant experience making and managing investments, particularly financial services investing, on behalf of Apollo and has over 35 years’ experience financing, analyzing and investing in public and private companies. Mr. Rowan’s extensive financial background and expertise in private equitymaking and managing investments enhance the breadth of experience of the BoardAGM’s board of Directors.directors.

James R. Belardi. James R. Belardi is a member of AGM’s board of directors and a member of the Boardexecutive committee of Directors and an executive officerAGM’s board of AGM.directors. He was elected to the AGM board of directors in January 2022. Mr. Belardi is a co-founder of AHL, and has served as AHL’s Chairman, Chief Executive Officer and Chief Investment Officer since May 2009. In addition, Mr. Belardi is the founder, Chairman and Chief Executive Officer of ISG,Apollo Insurance Solutions Group LP (“ISG”), AHL’s investment manager. He is a member of AHL’s executive committee and ISG’s executive

Chief Investment Officer of AIG Retirement Services, Inc., where he had responsibility for an invested-asset portfolio of $250 billion. Mr. Belardi has a Bachelor of Arts degree in economics from Stanford University and a Master of Business Administration from the University of California, Los Angeles. He currently serves on the board of directors of ISG, Paulist Productions, where he chairs the investment committee, and Southern California Aquatics. Mr. Belardi swam in the 1976 and 1980 Olympic Swimming Trials and is a nine-time Masters Swimming World Record Holder. Mr. Belardi has a B.A. in economics from Stanford University and an M.B.A. from the University of California, Los Angeles. Mr. Belardi’s demonstrated track record in and deep knowledge of the financial services business, including having founded both AHL and ISG, and his extensive experience in the insurance industry provideprovides immense value to the Board of DirectorsAGM’s and the AHLAHL’s board of directors.

Scott Kleinman.Scott Kleinman is a member of AGM’s board of directors and a member of the executive committee of AGM’s board of directors. He was elected to the AGM board of directors in January 2022. Mr. Kleinman also serves as Co-Chair of the AAM Board of Directors. Mr. Kleinman joined the AAM board of directors effective March 2021, and he became Co-Chair in January 2022. Mr. Kleinman also serves on the AHL board of directors, which he joined in December 2018. Mr. Kleinman is Co-President of AAM, co-leading AAM’s day-to-day operations, including all of AAM’s revenue-generating businesses and enterprise solutions across its integrated alternative investment platform, as well as a member of the board of directors of AAM (the “AAM Board”) since January 2021.platform. Mr. Kleinman joined Apollo six years after its inception in 1996, and he was named Lead Partner for Private Equity in 2009 prior to being named Co-President in 2018. Prior to joining Apollo, Mr. Kleinman was a member of the Investment Banking division at Smith Barney Inc. Mr. Kleinman also currently serves on the board of directors of AHL, Athora Holding, Ltd., and Apollo Strategic Growth Capital II and previously served on the board of directors of Apollo Strategic Growth Capital and CH2M Hill Companies. Prior to joining Apollo, Mr. Kleinman was a member of the Investment Banking division at Smith Barney Inc.Capital. In 2014, Mr. Kleinman founded the Kleinman Center for Energy Policy at the University of Pennsylvania. He is a member of the Board of Advisors at the University of Pennsylvania Stuart Weitzman School of Design. He is also a member of the Board of Advisors of Nature Conservancy New York as well as the Board of Directors of White Plains Hospital, where he co-chaired the COVID-19 Relief Campaign. Mr. Kleinman received a BAB.A. and BSB.S. from the University of Pennsylvania and the Wharton School of Business, respectively, graduating magna cum laude, Phi Beta Kappa. Mr. Kleinman’s extensive knowledge of Apollo’s business and expertise in private equity investments enhance the breadth of experience of the BoardAGM’s and AAM’s boards of Directors and the AAM Board.directors.

James Zelter.James Zelter is a member of AGM’s board of directors and a member of the Boardexecutive committee of Directors andAGM’s board of directors. He was elected to the AGM board of directors in January 2022. Mr. Zelter also serves as Co-Chair of AAM’s board of directors. Mr. Zelter joined the AAM Board.board of directors effective March 2021, and he became Co-Chair in January 2022. Mr. Zelter is Co-President of AAM.AAM, co-leading AAM’s day-to-day operations, including all of AAM’s revenue-generating businesses and enterprise solutions across its integrated alternative investment platform. Mr. Zelter joined Apollo in 2006, and served as the Chief Investment Officer of Apollo’s credit business from 2006 and became Co-President in January 2018. Since 2006, Mr. Zelter has also served in several senior roles at MidCap Financial Investment Corporation (f/k/a Apollo Investment Corporation,Corporation), a publicly traded vehicle managed by Apollo, and served as a director on its board of directors from 2006 to 2020. Prior to joining Apollo, Mr. Zelter was with Citigroup Inc. and its predecessor companies from 1994 to 2006. From 2003 to 2005, Mr. Zelter was Chief Investment Officer of Citigroup Alternative Investments, and prior to that he was responsible for Citigroup’s Global High Yield franchise. Prior to joining Citigroup in 1994, Mr. Zelter was a High Yield Trader at Goldman, Sachs & Co. Mr. Zelter has significant experience in global credit markets and has overseen the broad expansion of AGM’sApollo’s credit platform. He is a member of the Duke University Board of Trustees and a board member of DUMAC, Inc., the investment management company that oversees the Duke University endowment. Mr. Zelter also serves on the board of directors of the Robert Toigo Foundation, the Partnership for New York City, and The Bridge Golf Foundation, as well as the Board of Fellows of Weill Cornell Medicine. Mr. Zelter has a B.A. in Economics from Duke University. Mr. Zelter’s extensive knowledge of AGM’sApollo’s business and expertise in credit investments enhances the breadth of experience of the BoardAGM’s and AAM’s boards of Directors and the AAM Board.directors.

Walter (Jay) Clayton III. Jay Clayton serves as non-executive(Walter J. Clayton III) is the independent Chair, Chair of the Executive Committeeexecutive committee and a member of the Nominatingnominating and Corporate Governance Committee.corporate governance committee of AGM’s Board of Directors. He was elected to the AGM board of directors in January 2022. Mr. Clayton previously served as non-executiveindependent Chair of the board of

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directors of AAM, Board from March 21, 2021 through December 2021, and, prior to that time, served as Lead Independent Director of the board of directors of AAM Board effective March 1, 2021. Mr. Clayton served as Chair of the SEC from May 2017 through December 2020. In addition to chairing the SEC, he was a member of the President’s Working Group on Financial Markets, the Financial Stability Oversight Council and the Financial Stability Board. Mr. Clayton also participated on the Board of the International Organization of Securities

later that year. She continued to serve in both roles until NFP was acquired in 2013. Earlier in her career, Ms. Bibliowicz held senior management positions at Prudential Mutual Funds and Smith Barney Mutual Funds. She is a member of the Boardboard of Prudential Insurance Funds and previously served on the Boardboard of Directorsdirectors for Sotheby’s until it went private in 2019. Ms. Bibliowicz has served on the Board of Fellows of Weill Cornell Medicine for more than 15 years and is currently Chair and also serves on the Board of Trustees of Cornell University and the Board of Trustees of New York-Presbyterian. Ms. Bibliowicz has a B.S. in government from Cornell University. Ms. Bibliowicz’s extensive business experience and leadership roles at both public and private companies makes her a valuable member of the BoardAGM’s and AAM’s boards of Directors.

Mitra Hormozi serves asis an independent director and a member of the Nominatingnominating and Corporate Governance Committeecorporate governance and sustainability and corporate responsibility committees of AGM’s board of directors. She was elected to the Sustainability and Corporate Responsibility Committee.AGM board of directors in January 2022. Ms. Hormozi has served as aan independent director of AHL since December 2018 and is the chair of AHL’s legal and regulatory committee. Ms. Hormozi is also a director of a number of AHL’s USU.S. subsidiaries. Ms. Hormozi previously served on AHL’s compensation committee from 2019 until 2022. Ms. Hormozi has been a partner at Walden Macht & Haran LLP since January 2020. Ms. Hormozi was Executive Vice President and General Counsel of Revlon, Inc. from April 2015 to July 2019, where she was responsible for overseeing Revlon’s legal affairs worldwide. Earlier in her career, Ms. Hormozi was a federal prosecutor in the Eastern District of New York. She also previously served on the board of directors of Revlon from November 2019 until July 2020. Ms. Hormozi received a Bachelor of ArtsB.A. in history from the University of Michigan and a Juris DoctorJ.D. from the New York University School of Law. Ms. Hormozi’s extensive legal counsel experience provides value to the BoardAGM’s board of Directors.directors.

Pamela Joyner.Pamela Joyner serves asis an independent director and a member of the Nominatingnominating and Corporate Governance Committee.corporate governance committee of AGM’s board of directors. She was elected to the AGM board of directors in January 2022. Ms. Joyner served as an independent director of the AAM BoardAAM’s board of directors from March 2021 through December 2021. Ms. Joyner is a founding partner of Avid Partners LLC, a strategic marketing consulting firm. Previously, she held senior positions at Bowman Capital Management LLC and Capital Guardian Trust Company. Ms. Joyner iswas an independent director of First Republic Bank, a position she has held for over 17 years.years until May 2023. In that time, Ms. Joyner has served as chair of First Republic Bank’s investment and compensation committee, and as a member of its governance committee. She is a trustee emeritus of Dartmouth College, Chair Emeritus of the Tate Americas Foundation, and a trustee of the Art Institute of Chicago and J. Paul Getty Trust. She was previously Co-Chair of the San Francisco Ballet Association. Ms. Joyner holds a BAB.A. from Dartmouth College, an MBAM.B.A. from Harvard University and an Honorary Degree from Dartmouth College. Ms. Joyner’s extensive business experience and her service on the board of a regulated company makes her a valuable member of the BoardAGM’s board of Directors.directors.

A.B. Krongard.A.B. Krongard is an independent memberdirector, Chair of the Board of Directors, Chairperson of the Nominatingnominating and Corporate Governance Committee,corporate governance committee, and a member of the Audit Committee.audit committee of AGM’s board of directors. He was elected to the AGM board of directors in January 2022. Mr. Krongard has also serves an independent director of the AAM Board and is a member of the AAM Audit Committee. Mr. Krongard has served as an independent director and a member of the AAM Audit Committeeaudit committee of AAM’s board of directors since 2011. Mr. Krongard also served as a member of the conflicts committee of the AAM BoardAAM’s board of directors from January 2019 through December 2021. From 2001 to 2004, Mr. Krongard served as Executive Director of the Central Intelligence Agency. From 1998 to 2001, Mr. Krongard served as Counselor to the Director of Central Intelligence. Prior to 1998, Mr. Krongard served in various capacities at Alex Brown, Incorporated, including serving as Chief Executive Officer beginning in 1991 and assuming additional duties as Chairman of the board of directors in 1994. Upon the merger of Alex Brown, Incorporated with Bankers Trust Corporation in 1997, Mr. Krongard served as Vice-Chairman of the Board of Bankers Trust Corporation and served in such capacity until assuming his position at the Central Intelligence Agency. Mr. Krongard served as the Lead Director of Under Armour, Inc. from 2006 to 2020. Mr. Krongard serves as chairmanChair of the nominating and corporate governance committee and a member of the compensation committee of Iridium Communications Inc. and as a member of the audit committee of Icahn Enterprises L.P. Mr. Krongard served on the board of trustees of In-Q-Tel, Inc. from 2007 to 2022. Mr. Krongard graduated with honors from Princeton University and received a J.D. from the University of Maryland School of Law, where he also graduated with honors. Mr. Krongard’s comprehensive corporate background contributes to the range of experience of the BoardAGM’s and AAM’s boards of Directors and the AAM Board.

Operating Officer of Trebuchet Group Holdings Limited, a position she has held since 2008. Ms. Richards also serves as a member of the Audit and Governance Committees of the board of directors of Wyndham Hotels and Resorts. Prior to mid-2018,Ms. Richards served on the board of Wyndham Worldwide, a position she held since 2006; is also a director of Hamilton Insurance Group, serving on the audit and investment committees, a position she has held since 2013. Ms. Richards previously served on the board of Wyndham Worldwide from 2006 to 2018. Prior to 2008, Ms. Richards served as Director of Development of Saltus Grammar School from 2003 to 2008, as Chief Financial Officer of Lombard Odier Darier Hentsch (Bermuda) Limited from 2001 to 2003, and as Treasurer of Gulf Stream Financial Limited from 1999 to 2000. Ms. Richards also served as a member of the Audit Committee and chair of the Corporate Governance Committee of the board of directors of Butterfield Bank from 2006 to 2013. Ms. Richards graduated from Queen’s University, Ontario, Canada, with a BAB.A. in psychology and has obtained certification as a CPA, CMA. Ms. Richards’ extensive finance experience and her service on the boards of other public companies adds significant value to the BoardAGM’s and AAM’s boards of Directors and the AAM Board.directors.

David Simon.David Simon serves as is an independent director onof AGM’s board of directors. He was elected to the BoardAGM board of Directors.directors in January 2022. Mr. Simon served as an independent director of the AAM BoardAAM’s board of directors from June 2021 through December 2021. Mr. Simon is currently Chairman of the Board, CEO and President of Simon Property Group. Mr. Simon has been the CEO of Simon Property Group or its predecessor since 1995 and President of Simon Property Group since February 2019. He served as President of Simon Property Group’s predecessor from 1993 to 1996, and he has served as a director of Simon Property Group or its predecessor since the company’s incorporation in 1993, beginning his role as Chairman in 2007. Previously, Mr. Simon was Vice President of Wasserstein Perella & Company from 1988 to 1990, and an Associate at First Boston Corp. from 1985 to 1988. He is a member and former chairman of the National Association of Real Estate Investment Trusts. He also serves as Chairman of the Supervisory Board of Klépierre S.A., (“Klépierre”), a publicly traded Paris-based European leader in shopping malls. Mr. Simon previously served as Chairman of the Board of Simon Property Group Acquisition Holdings, Inc., a special purpose acquisition company (“SPAC”) launched by Simon Property Group, from January 2021 through August 5, 2022. Mr. Simon earned a B.S. from the Indiana University Kelley School of Business and an MBAM.B.A. from Columbia University. Mr. Simon’s decades of experience in financing, deal-making, and real estate, as well as his extensive business experience through his roles as Chairman of the Board, CEO and President of a regulated company, contribute immense value to the BoardAGM’s board of Directors.directors.

Although Mr. Simon holds positions with Simon Property Group and an associated company, Klépierre, a French public REIT in which Simon Property Group holds a significant stake, and until August 5, 2022, held a position with a SPAC sponsored by Simon Property Group, Simon Property Group Acquisition Holdings, Inc., Mr. Simon has demonstrated his commitment to fulfilling his duties as an Apollo board member. Since joining the AAM Board in June 2021, he has attended 100% of AAM and AGM board meetings, and AAM’s 2021 Annual Meeting of Stockholders.meetings. Given Mr. Simon’s commitment to AGM, his long-service as an executive and board member of Simon Property Group, dating back to 1993, and his role at Klépierre being complementary with Mr. Simon’s duties as Chairman of the Board, CEO and President of Simon Property Group, we believe Mr. Simon is able to dedicate sufficient time, energy and attention to ensure diligent performance of his duties as a member of the Board of Directors, as required by our corporate governance guidelines. As discussed above, Mr. Simon resigned from his position at Simon Property Group Acquisition Holdings, Inc. effective as of August 5, 2022.

Lynn Swann.Lynn Swann serves as is an independent director and a member of the Compensation Committee.compensation committee of AGM’s board of directors. He was elected to the AGM board of directors in January 2022. Mr. Swann has also served as aan independent director of AHL since September 2020. Mr. Swann is president of Swann, Inc., a marketing and consulting firm he founded in 1976. From 2016 to 2019, Mr. Swann served as the Athletic Director of the University of Southern California, where he was responsible for overall administration of 21 women’s and men’s Division I athletic programs at the university. Mr. Swann currently serves on the boards of

Sisters of America. President George W. Bush appointed Mr. Swann as the Chairman of the President’s Council on Fitness, Sports and Nutrition, where he served from 2002 to 2005. Mr. Swann received a Bachelor of ArtsB.A. from the University of Southern California. Mr. Swann’s experience serving on the board of directors of public, private and non-profit entities provides value to AGM’s board of directors.

Patrick Toomey was appointed to AGM’s board of directors on February 21, 2023 to serve as an independent director effective March 15, 2023. Senator Toomey represented Pennsylvania in the U.S. Senate from 2011 to 2023, serving on the Senate Banking, Housing, and Urban Affairs; Budget; and Finance Committees, as well as the Joint Economic Committee and the Joint Select Committee on Deficit Reduction. He also chaired the Subcommittee on Financial Institutions and Consumer Protection. Senator Toomey previously served in the U.S. House of Representatives from 1999 to 2005, where he was a member of the House Budget Committee. He began his career in financial services at Chemical Bank and then Morgan, Grenfell & Co. Senator Toomey has a B.A. in political science from Harvard University. Senator Toomey’s experience with economic and tax policy, financial regulation, and budgetary issues, as well his experience in the financial services industry, will make him a valuable member of AGM’s board of directors.

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Apollo—Director Qualifications and Attributes

The Apollo Board is composed of individuals with diverse backgrounds and experiences, which together enable the Board to oversee Company strategy effectively. All of Directors.our directors have the following key attributes:

We believe our directors bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of deep knowledge of the Company’s business and fresh perspectives. The table below summarizes some of the qualifications, experience, skills and attributes of each director nominee. This summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board and the lack of a mark in a particular area does not necessarily signify a director’s lack of knowledge or skill in such area. Further information on each director is set forth in their biographies beginning on page 9.

Required Vote

Our organizational documents provide that, in an uncontested election, each director must receive the majority of the votes cast with respect to that director. A majority of the votes cast means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director. If a director does not receive a majority vote, he or she has agreed that he or she will offer to resign from the Board of Directors. The Nominating and Corporate Governance Committee would make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors would review and act on the resignation taking into account the recommendation of the Nominating and Corporate Governance Committee and would publicly disclose its decision and its rationale within 90 days of the certification of the election results. In accordance with Delaware law, shares for which votes are withheld from any nominee are counted for purposes of determining the presence or absence of a quorum for the transaction of business, but they have no legal effect on the election of directors. While shares for which broker non-votes or abstentions occur will be counted for purposes of determining the presence or absence of a quorum, they will not be counted for purposes of determining the number of shares voted with respect to the election of directors.

CORPORATE GOVERNANCE

Throughout 2021, AGM announced a number of significant enhancements toWe believe our governance and ownership structures, including an overhaul of our boardstructure positions AGM as a long-term industry leader with best-in-class governance framework, a transition to a simplified ownership and voting structure and a refresh of ourpractices. Our corporate governance documents. Examples ofpractices include the corporate governance enhancements completed during 2021 and upon the closing of the Mergers on January 1, 2022, include:following:

Independent Board Oversight: AGM’s accounting predecessor, AAM, was previously a controlled company whereby all power and authority of the

Director Independence

Our Board of Directors currently consists of 17 directors (to be reduced to 16 directors effective as of the opening of the polls of the Annual Meeting).directors. Our Nominating and Corporate Governance Committee recommended, and our Board of Directors determined that twelvethirteen of our directors, Messrs. Beilinson, Clayton, Ducey, Emerson (who is not seeking re-election at the Annual Meeting), Krongard, Simon and Swann, Mses. Bibliowicz, Hormozi, Joyner and Richards, and Dr. Healey and Sen. Toomey, are independent under the NYSE rules relating to corporate governance matters and the independence standards described in our corporate governance guidelines. Under our corporate governance guidelines, directors are expected to satisfy the following criteria: (i) dedicate sufficient time, energy and attention to ensure the diligent performance of their duties; (ii) comply with the duties and responsibilities set forth hereintherein and in the bylaws of AGM; (iii) comply with all duties of care, loyalty and confidentiality applicable to directors of publicly traded corporations organized in our jurisdiction of incorporation; and (iv) adhere to AGM’s Codecode of Business Conductbusiness conduct and Ethics,ethics, including, but not limited to, the policies on conflicts of interest expressed therein and any other Company policies that apply to directors.

Board of Directors Leadership Structure and Board’s Role in Risk Oversight

The Board of Directors has an oversight role, as a whole and also at the committee level, in overseeing management of AGM’s risks. We expect the Board of Directors to regularly review information regarding our

Additionally, the Board of Directors is also responsible for overseeing our cybersecurity risks. Our head of information technologyChief Information Security Officer provides annual cybersecurity updates to either our Board of Directors or the Audit Committee.

We maintain separate roles for our Chief Executive Officer and Non-ExecutiveChair of the Board of Directors. Marc Rowan currently serves as Chief Executive Officer. Jay Clayton currently serves as Non-Executivethe independent Chair of the Board of Directors.

The Board of Directors understands that no single approach to board leadership is universally accepted and that the appropriate leadership structure may vary based on several factors, such as a company’s size, industry, operations, history and culture. Accordingly, our Board of Directors assesses its leadership structure in light of these factors and the current environment to achieve the optimal model for us and for our stockholders.

The composition of the Board of Directors, the tenure of the directors with AGM, the overall experience of the directors and the experience that the directors have had with the Non-Executiveindependent Chair, the Chief Executive Officer and the executive management group permit and encourage each member to take an active role in discussions, and each member does actively participate in substantive discussions. We believe that the leadership structure of our current Board of Directors leadership structure is serving AGM well at this time.

Board of Directors Meetings and Committees

In fiscal 2021, prior to the closing of the Mergers, the AAM Board had three committees—an executive committee, an audit committee and a conflicts committee. Additionally, as discussed further in the section titled “Executive Compensation,” in 2021, the members of the executive committee of the AAM Board (the “AAM Executive Committee”) made all determinations regarding named executive officer compensation, except with respect to the consideration of the renewal of Mr. Rowan’s employment agreement, new employment agreements of the Co-Presidents of AAM and the grants of RSUs to our named executive officers (other than Messrs. Rowan and Black who did not receive such grants), which decisions were delegated to an ad hoc compensation committee that was composed solely of independent directors of the AAM Board (the “Ad Hoc Compensation Committee”).

As outlined in further detail herein, Athene and Apollo merged on January 1, 2022, with AAM continuing as a subsidiary of its new parent company, AGM. There were no meetings of the Board of Directors of AGM prior to such merger transactions. In fiscal 2021, the AAM Board held ten meetings. In fiscal 2021, the AAM Executive Committee held eleven meetings. In fiscal 2021, the AAM Audit Committee held eight meetings. All of the directors then serving on the AAM Board attended at least 75% of the meetings of the AAM Board and of the committees on which they served and 11 of the members of our Board of Directors (then serving as members of the AAM Board) attended the AAM 2021 annual meeting of stockholders.

Upon the closing of the Mergers on January 1, 2022, AGM establishedhas five committees of the Board of Directors:

Audit Committee

The primary purpose of the Audit Committee is to assist our Board of Directors in overseeing and monitoring (i) the integrity of the financial statements and other financial information provided to our stockholders, the public, any stock exchange and others, (ii) our compliance with legal and regulatory requirements, (iii) the qualifications, independence and performance of our independent auditor, (iv) the performance of our internal audit function and our system of internal controls, and (v) such other matters as are assigned to the Audit Committee pursuant to our audit committee charter or as mandated under applicable laws, rules and regulations.

The current members of the Audit Committee are Mses. Richards and Bibliowicz and Messrs. Ducey and Krongard. Ms. Richards currently serves as Chairperson of the Audit Committee. The Board of Directors has determined that each of the members of the Audit Committee meets the independence standards and financial literacy requirements for service on an audit committee of a board of directors pursuant to the Exchange Act and NYSE rules applicable to audit committees. Furthermore, our Board of Directors has determined that each of Mses. Richards and Bibliowicz and Messrs. Ducey and Krongard is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. Our Audit Committee has a charter that complies with current SEC and NYSE rules. Our Audit Committee’s charter is available on our website at www.apollo.com under the “Stockholders/Governance & Leadership” section.

Compensation Committee

The current members of our Compensation Committee are Messrs. Beilinson, Emerson and Swann. Mr. Beilinson currently serves as Chairperson of the Compensation Committee. The Board of Directors has determined that each of the members of the Compensation Committee meets the independence standards for service on a compensation committee of a board of directors pursuant to the NYSE rules applicable to compensation committees. Our Compensation Committee has a charter that complies with current SEC and NYSE rules. Our Compensation Committee’s charter is available on our website at www.apollo.com under the “Stockholders/Governance & Leadership” section.20

Executive Committee

The Executive Committee is responsible generally for managing the affairs of the Board of Directors between its meetings, providing guidance to senior management and recommendations to the Board of Directors

Sustainability and Corporate Responsibility Committee

The primary purpose of the Sustainability and Corporate Responsibility Committee is to (i) assist the Board of Directors in overseeing our corporate responsibility and sustainability matters, including environmental sustainability and climate change, human rights, social impact, employee health and safety, and diversity, equity and inclusion, that may affect our business, strategy, operations, performance or reputation, (ii) monitor and review our government relations strategies, political contributions, philanthropic actions and community initiatives, (iii) consider current and emerging matters relating to corporate responsibility and sustainability, and (iv) review our ESG Annual Report and significant public disclosure on corporate responsibility and sustainability matters.

The current members of our Sustainability and Corporate Responsibility Committee are Dr. Healey and Mses. Hormozi and Richards. Dr. Healey currently serves as Chairperson of the Sustainability and Corporate Responsibility Committee. Our Sustainability and Corporate Responsibility Committee’s charter is available on our website at www.apollo.com under the “Stockholders/Governance & Leadership” section.

Identifying and Evaluating Candidates for the Board of Directors

The Nominating and Corporate Governance Committee is responsible for recommending director candidates to the Board of Directors. Nominees for directorship are identified by the Nominating and Corporate Governance Committee in accordance with the criteria set forth below and any other criteria that may be identified by the Board of Directors or a committee of the Board of Directors, if appropriate, and in accordance with the procedures set forth in our corporate governance guidelines.

Nominating and Corporate Governance Committee set forth in our corporate governance guidelines, regardless of the source of the recommendation. ShareholdersStockholders may recommend director candidates by writing to Jessica L. Lomm, Secretary, Apollo Global Management, Inc., 9 West 57th Street, 42nd Floor, New York, New York 10019. As set forth in greater detail in our corporate governance guidelines, the criteria used by the Nominating and Corporate Governance Committee in evaluating director candidates includes: integrity, accountability, judgment, responsibility, high performance standards, financial literacy, commitment and enthusiasm, and courage.

Our certificate of incorporation provides that, except as otherwise provided pursuant to, and subject to the terms and conditions of, the provisions of the Stockholders Agreement, dated as of January 1, 2022, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris (each a “Former Managing Partner” and collectively, the “Former Managing Partners”) and certain affiliates of the Former Managing Partners (the “Stockholders Agreement”) or any certificate of designation with respect to any potential outstanding series of Preferred Stock relating to the rights of the holders of Preferred Stock to elect additional directors, the Board of Directors shall have the sole power to set the total number of directors which shall constitute the Board of Directors. Our directors are elected at an annual meeting of stockholders in a manner described in our certificate of incorporation and each director elected will hold office until the succeeding meeting after such director’s election and until such director’s successor is duly elected and qualified, or, if earlier, until such director’s death, resignation or until such director resigns or is removed.removal. Our organizational documents provide that, in an uncontested election, each director must receive the majority of the votes cast with respect to that director. If a director does not receive a majority vote, he or she has agreed that he or she will offer to resign from the Board of Directors. The Nominating and Corporate Governance Committee would make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors would review and act on the resignation taking into account the recommendation of the Nominating and Corporate Governance Committee and would publicly disclose its decision and its rationale within 90 days of the certification of the election results.

Pursuant to the Stockholders Agreement, AGM will nominate each of the Former Managing PartnerPartners has the right to nominate himself (or hisa designee as applicable) for electionreasonably acceptable to the Board of Directors as part of AGM’s slate of theNominating and Corporate Governance Committee) to our Board of Directors, for so long as such Former Managing Partner, together with the members of his family group, beneficially owns at least $400 million in value or 10 million in number of shares of Common Stock. Each ofIn the event such nomination right is exercised, AGM will nominate the Former Managing Partners has, pursuantPartner (or his designee reasonably acceptable to the Stockholders Agreement, the right to nominate himself (or a designee) to ourNominating and Corporate Governance Committee) as part of AGM’s Board of Directors seeslate for election at the Company’s annual meeting of stockholders. See “Certain Relationships and Related Transactions, and Director Independence–Stockholders Agreement.” Mr. Rowan is a current member of the Board of Directors and has been nominated for election to the Board of Directors. On August 8, 2022, Mr.Each of Messrs. Black and Harris, awho are not current member of the Board of Directors, informed us of his decision not to seek re-election at the Annual Meeting, and did not exercise his right to nominate a designee for election at the Annual Meeting. Mr. Black, who is not a current membermembers of the Board of Directors, has informed us that he has no current intention to exercise his nomination right for himself or a designee. All director candidates are evaluated in accordance with the criteria used by the Nominating and Corporate Governance Committee set forth in our corporate governance guidelines.

Evaluations of the Board and Committees

Our Board of Directors evaluates its performance and the performance of its committees on an annual basis through an evaluation process overseen by our Nominating and Corporate Governance Committee.Committee and depicted below. The Board of DirectorsNominating and Corporate Governance Committee discusses each evaluation to determine what, if any, actions should be taken to improve the effectiveness of the Board of Directors or any committee thereof.thereof, and subsequently discusses such evaluation results with the Board of Directors.

Code of Business Conduct and Ethics

We have a Codecode of Business Conductbusiness conduct and Ethics,ethics, which applies to, among others, our Board of Directors, our principal executive officer, principal financial officer, and principal accounting officer.officer and controller. A copy of our Codecode of Business Conductbusiness conduct and Ethicsethics is available on our website at www.apollo.com under the “Stockholders/“Investors, Apollo Global Management, Inc., Governance, Committees & Leadership”Documents” section. We intend to disclose any substantive amendment to or waiver of the Codecode of Business Conductbusiness conduct and Ethicsethics on behalf of an executive officer or director either on our website or in a Form 8-K filing.

Human Capital

We believe that expanding opportunities along with investing in opportunities,and supporting our communities and our people helps us to achieve exceptional outcomes for our shareholdersstockholders and fund investors and a positive social impact. Apollo’s talent is instrumental to our success as a global alternative asset manager and retirement services provider, and investing in and fostering a high-performing, diverse and inclusive workforce is a key pillar of operating our business. We believe this commitment to diversity, equity and inclusion is central to the Apollo business model, an integrated platform which fosters strong collaboration across businesses and functions. Rooted in our core values, we strive to build a culture where our talent can excel and grow in their careers.careers and be supported along the way.

Diversity, Equity, and Inclusion

At Apollo, we feel strongly that building a diverse and inclusive workforce is a strategic imperative.

We are approaching our diversity, equity and inclusion strategy through the positioning of our “expanding opportunity” initiative. Expanding opportunity focuses on three specific areas – areas—workplace, marketplace and community. In collaboration with our employees, we are seeking to empower our entire organization to expand opportunity for underrepresented groups in the work we do, every day. We are keenly focused on how we attract, retain, develop and advance talent at Apollo. We believe that an engaged, diverse workforce is one that will bring its best ideas to innovate and drive value for the firm. To grow a more diverse workforce, we have established arrangements with several organizations to identify diverse talent. We are also committed to development of our existing talent through various opportunities including internal mobility, leadership development programs, and our employee affinity networks. Today, Apollo has five communities – Apollo Women Empower (AWE), Apollo Family Network (AFN), Apollo Veterans Affinity Network (AVAN), Multi-Ethnic Organization Supporting Apollo’s Individuals and Communities (MOSAIC) and Apollo Pride Affinity Network (PRIDE) – with several chapters across every region where Apollo operates. Across the organization, from our team dedicated to citizenship initiatives to our employee affinity networks, we are committed to advancing a shared goal of building a more inclusive, modern high-performance culture.

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Talent Development

We believe that ongoing professional development is a critical part of our culture at Apollo and an important enabler of our investment process. Because of our entrepreneurial culture, the breadth of our integrated platform, and our reputation for strong investment performance, we believe we are able tocan attract, develop and retain top talent. We have development programs in place at the associate, principal, managing director and

Because we recognize the potential for ESG factors to impact clients, investments, operations, employees, and local communities, we have engagedendeavored to equip our business to address and oversee these unique risks and opportunities. We take an integrated approach to ESG management, with hundredsoversight from Apollo leadership and collaboration from across the business. To help address client and market expectations, the Company’s sustainable investment framework is built around five themes: Integration, Engagement, Transparency, Product Solutions, and Compliance.

Integration: The Company defines ESG integration as the inclusion of portfoliosustainability factors into investment analysis and execution, and the assessment and management of relevant ESG risks and opportunities during the term of an investment. Accordingly, ESG integration includes the due diligence processes undertaken prior to making an investment and the ongoing monitoring of the investment.

Engagement: Office of Sustainability members and/or investment professionals may voluntarily engage with companies through reporting, site visits, and conferencesissuers in which Apollo-managed funds are invested as well as other stakeholder groups to encourage positive outcomes and improved ESG and financial performance.

Transparency: We believe in being transparent about the objectives and results of the Company’s sustainable investment and ESG strategy, as well as our impact as a Company. Apollo voluntarily publishes a publicly available sustainability report to communicate such performance and progress to clients, shareholders, and stakeholders alike.

Product Solutions: Our business spans opportunistic, yield, and hybrid strategies. We offer a wide array of products catering to the demands and preferences of institutional and retail clients. We believe that increased investor demand for sustainability-related strategies or products offers an attractive business opportunity for Apollo to develop and launch new products to tap into these flows of capital and satisfy the needs of our clients.

Compliance: The breadth of the regulatory environment in the sustainability space is growing rapidly, both in respect of existing and emerging regulations and requirements. In recent years, ESG matters have been the subject of increased focus by certain regulators and policymakers in many jurisdictions in which we operate. Governmental regulators and other authorities have proposed or implemented a number of initiatives and additional rules and regulations. To effectively monitor regulatory developments, Apollo regularly consults with external counsel and advisors to help drive sustainability, climate action, employee engagement,analyze regulatory updates and responsible citizenship across the organizations. Today, our commitment to sustainability remains a defining attribute of our firmdevelop and embedded in our culture. Apollo strives to be an industry leader in ESG data collection, transparency, and engagement with portfolio companies.implement compliance programs.

As we have continued to strengthen and evolve our own ESG program, so too has the field of ESG and the sophistication of our investors. Expectations regarding voluntary data disclosure and alignment with reporting frameworks are greater than ever. Beyond this, historic levels of investment are required to enable the energy and climate transition, and Apollo intends to play a major role in this deployment of capital, all while endeavoring to deliver excess returns for our clients.

With our years of leadership and expertise in this space, Apollo is well positioned to turn these external drivers into a competitive advantage and drive positive societal impact. We have significantly developed our bench of ESG talent over the past year, naming our first chief sustainability officer, leaders for our sustainable investing platform, and heads of ESG for private equity and credit. These leaders are helping to build robust platforms, training, and governance systems that will help us bring enhanced rigor, judgement, and intentionality about ESG investments across sectors and asset classes. In addition, Apollo has announced major initiatives that include a sustainable investing platform to deploy capital toward decarbonization and energy transition investments and the Apollo Opportunity Foundation with over $100 million committed at launch to drive social impact and employee engagement.

From a board oversight perspective,2022, as part of our ongoing commitmentApollo’s effort to best-in-class ESGcreate an industry-leading corporate governance themodel, our Board of Directors established a sustainability and corporate responsibility committee of the Sustainability and Corporate Responsibility Committee thatBoard. This committee assists the Boardboard of Directorsdirectors in overseeing AGM’s corporate responsibility and sustainability matters, including environmental sustainability and climate change, human rights, social impact, employee health and safety, and diversity, equity and inclusion (“DE&I”), that may affect the Company’s business, strategy, operations, performance, or

matters. During 2021,2022, we engaged with stockholders who represented in the aggregate more than 50%nearly 60% of our outstanding shares of Common Stock. Specific feedback from these interactions was shared with Apollo’s management team and Board of Directors, as appropriate.

In addition to direct feedback from stockholders, the Board of Directors considers a variety of stakeholder viewpoints including investor policies and perspectives. In evolving our corporate governance and ownership structure following the Mergers, the Board and its Committees have adopted numerous shareholder-friendly corporate governance and compensation risk-mitigating features that align with market best practice. These are listed at the beginning of the Corporate Governance section above, as well as in the Compensation Discussion and Analysis section below.

Communications with the Board of Directors and Audit Committee

A stockholder or other interested party who wishes to communicate with our directors, a committee of our Board of Directors, our independent directors as a group or our Board of Directors generally may do so in writing. Any such communications may be sent to our Board of Directors by U.S. mail or overnight delivery and should be directed to our Secretary at Apollo Global Management, Inc., 9 West 57th Street, 42nd Floor, New York, New York 10019, who will forward them to the intended recipient(s). Any such communications may be made anonymously. Unsolicited advertisements, invitations to conferences or promotional materials, in the discretion of our Secretary, are not required, however, to be forwarded to the directors. Notwithstanding the foregoing, the Audit Committee has established procedures to enable anyone who has a concern about AGM’s conduct or about AGM’s accounting, internal accounting controls or auditing matters to communicate those concerns to the chairpersonchair of the Audit Committee. Such communications may be confidential or anonymous and may be submitted in writing to: Apollo Global Management, Inc., Attn: Chair, Audit Committee of the Board of Directors, 9 West 57th Street, New York, NY 10019.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

In the ordinary course of our business, we engage in transactions, arrangements and relationships with many other entities, including financial institutions and professional organizations. Some of our directors, director nominees, executive officers, greater than 5% stockholders, and their immediate family members (each, a “Related Person”) may be directors, officers, partners, employees or stockholders of these entities. We carry out transactions with these entities on customary terms and, in many instances, these Related Persons may not have knowledge of them. To our knowledge, since January 1, 2021,2022, no Related Person has had a material interest in any of our ongoing business transactions or relationships except as described in this section.

As a result of the Mergers, the following section describes related party transactions of AAM for the fiscal year ended December 31, 2021 and AGM for the period from January 1, 2022 until June 30, 2022.

Merger with Athene

On January 1, 2022, AAM and AHL completed the previously announced merger transactions pursuant to the Merger Agreement, by and among AGM, AAM, AHL, AHL Merger Sub, and AAM Merger Sub. Effective as of 1:00 a.m. Eastern Time on January 1, 2022 (the “AAM Merger Effective Time”), AAM Merger Sub merged with and into AAM (the “AAM Merger”), with AAM continuing as a subsidiary of AGM. Effective as of 1:01 a.m. Eastern Time on January 1, 2022, AHL Merger Sub merged with and into AHL (the “AHL Merger” and, together with the AAM Merger, the “Mergers”), with AHL continuing as a subsidiary of AGM. As a result of the Mergers, AAM and AHL became subsidiaries of AGM.

Stockholders Agreement

On January 1, 2022, we entered into the Stockholders Agreement with the Former Managing Partners and certain affiliates of the Former Managing Partners.

The Stockholders Agreement provides, among other things:

Securities Act of 1933, as amended (the “Securities Act”), shares of Common Stock held or acquired by them. Under the Stockholders Agreement, each Former Managing Partner (and his permitted transferees) (i) has “demand” registration rights that require AGM to register under the Securities Act the shares of Common Stock that he (and his permitted transferees) holds or acquires, (ii) may require AGM to make available registration statements permitting sales of shares of Common Stock he holds or acquires in the market from time to time over an extended period and (iii) has the ability to exercise certain piggyback registration rights in connection with registered offerings requested by other registration rights holders or initiated by AGM. AGM has agreed to indemnify each Former Managing Partner (and his permitted transferees, together with certain related parties) against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which such holder sells shares of Common Stock, unless such liability arose from the holder’s misstatement or omission, and each Former Managing Partner (and his permitted transferees) has agreed to indemnify AGM against all losses caused by his (or their) misstatements or omissions.

Registration Rights Agreement

On January 1, 2022, AGM entered into a Registration Rights Agreement with Mr. James Zelter and Mr. Scott Kleinman (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, AGM has granted Messrs. Zelter and Kleinman and their permitted transferees the right, under certain circumstances and subject to certain restrictions, to require AGM to register under the Securities Act, shares of Common Stock held or acquired by them. Under the Registration Rights Agreement, the registration rights holders (i) have “demand” registration rights that require AGM to register under the Securities Act the shares of Common Stock that they hold or acquire, (ii) may require AGM to make available registration statements permitting sales of shares of Common Stock they hold or acquire in the market from time to time over an extended period and (iii) have the ability to exercise certain piggyback registration rights in connection with registered offerings requested by other registration rights holders or initiated by AGM. AGM has agreed to indemnify each registration rights holder and certain related parties against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which such holder sells shares of Common Stock, unless such liability arose from the holder’s misstatement or omission, and each registration rights holder has agreed to indemnify AGM against all losses caused by his misstatements or omissions.

Exchange Implementation Agreement

On December 31, 2021, in connection with the restructuring of AAM that occurred prior to the closing of the AAM MergerMergers (the “AAM restructuring”), AGM and certain other persons entered into an Exchange Implementation Agreement (the “Exchange Implementation Agreement”) with certain holders of Apollo Operating Group (as defined in the amended and restated certificate of incorporation of AGM) units (“AOG Units”). Pursuant to the Exchange Implementation Agreement, such holders of AOG Units exchanged a portion of such AOG Units for shares of Common Stock concurrently with the consummation of the Mergers. Additionally, under the Exchange Implementation Agreement, on December 31, 2021, the remainder of the AOG

agreements contained therein other than provisions relating to certain previously consummated roll-up transactions and the litigation cooperation covenant and to add certain matters relating to AAM’s tax receivable agreement.

Amended and Restated Exchange Agreement

On July 29, 2020, AAM entered into the Seventh Amended and Restated Exchange Agreement (the “exchange agreement”) with the Apollo Principal Entities defined therein and the Apollo Principal Holders defined therein. The exchange agreement provided holders of AOG Units, which include the Former Managing Partners and the Contributing Partners, the ability to exchange their AOG Units for shares of AAM Class A common stock (the “Class A shares”) upon shorter notice periods in connection with sales of Class A shares and the ability to establish a trading plan pursuant to Rule 10b5-1(c) of the Exchange Act using AOG Units.

In connection with the entry into the Exchange Implementation Agreement, the exchange agreement was terminated in its entirety in accordance with its terms by the parties thereto.

Amended and Restated Tax Receivable Agreement

Prior to the consummation of the AAM corporate reorganization on January 1, 2022, and subject to certain restrictions, each of the Former Managing Partners and Contributing Partners had the right to exchange the AOG Units that they held through their partnership interests in Holdings (together with the corresponding interest in AAM’s former share of Class B common stock) for AAM’s Class A shares in a taxable exchange. Each of the Apollo Operating Group entities having made an election under Section 754 of the Internal Revenue Code, any such taxable exchanges, as well as acquisitions of units from the Former Managing Partners or Contributing Partners, resulted in an adjustment to the tax basis of a portion of the assets owned by the Apollo Operating Group at the time of the exchange. These taxable exchanges resulted in increases in the tax depreciation and amortization deductions from depreciable and amortizable assets, as well as an increase in the tax basis of other assets, of the Apollo Operating Group that otherwise would not have been available. A portion of these increases in tax depreciation and amortization deductions, as well as the increase in the tax basis of such other assets, will reduce the amount of tax that AAM would otherwise be required to pay in the future.

From January 1, 20212022 through June 30, 2022,2023, AAM made payments totaling $82,602,074$92,451,404 to the Former Managing Partners and Contributing Partners who are executive officers (or to their estate planning vehicles) pursuant to the tax receivable agreement, related to tax benefits treated as realized thereunder by APO Corp. in 20202021 and 2021.2022. Those payments included the following amounts: $23,291,635$24,250,564 for Mr. Black, $29,199,445$36,072,651 for Mr. Harris, $29,164,531$29,935,904 for Mr. Rowan, $639,467$668,947 for Mr. Kleinman, and $306,996$1,523,338 for Mr. Zelter. In connection with these payments, AAM made a pro rata distribution to APO Corp. and the Non-Controlling Interest Holders (as defined in the tax receivable agreement) in the Apollo Operating Group, which resulted in Messrs. Black, Harris, Rowan, Kleinman, and Zelter (or their estate planning vehicles) ultimately receiving the following additional amounts: $16,549,131, $9,082,645, $6,719,237, $420,721, and $416,453, respectively.

Apollo Operating Group Governing Agreements

Pursuant to the governing agreements of the Apollo Operating Group entities, the indirect wholly-owned subsidiaries of Apollo Global Management, Inc. that are the general partners or managers of those entities have the right to determine when distributions will be made to the partners or members of the Apollo Operating Group

The amount invested in our investment funds and in Third-Party Sponsored Fund Investments by our directors, and executive officers and certain other related parties (and their immediate family members or estate planning vehicles controlled by them or their immediate family members) from January 1, 20212022 through June 30, 20222023 was $1,266,927, $34,844,680, $41,203,393, $21,826,575, $4,509,480, $5,007,611, $608,711, $8,470,150, $19,104,165, $2,041,258, $8,478,947, $937,088, $827,181,$1,765,985, $10,884,964, $18,814, $325,381, $21,463,094, $1,447,633, $7,894,891, $30,867,241, $2,513,709, $10,649,589, $2,645,504, $1,390,530 and $244,797$141,485 for Messrs. Beilinson, Belardi, Black, Ducey, Harris, Kelly, Kleinman, Rowan, Kleinman,Simon, Suydam, and Zelter Civale, Ducey, Kraft, Suydam, Kelly, Belardi, Beilinson, and Messes. Hormozi and Richards, respectively. The amount of distributions on their fund investments, including profits and return of capital to our directors, and executive officers and certain other related parties (and, in some cases, their immediate family members or certain estate planning vehicles controlled by them or their immediate family members) from January 1, 20212022 through June 30, 20222023 was $6,345,452, $23,701,551, $27,565,351, $22,503,474, $11,013,616, $5,236,845, $1,177,828, $8,701,592, $8,803,240, $1,634,880, $3,834,700,$84,868, $4,760,289, $3,795,074, $472,466, $21,520,289, $1,095,774, $22,027,763, $11,170,797, $1,701, $6,292,621, $10,500,586, $33,243 and $122,428$85,108 for Messrs. Beilinson, Belardi, Black, Ducey, Harris, Kelly, Kleinman, Rowan, Kleinman,Simon, Suydam, and Zelter, Civale, Ducey, Kraft, Suydam, Kelly, Belardi, and Ms.Messes. Hormozi and Richards, respectively.

In addition, certain of our subsidiaries engage in syndication activities pursuant to which they syndicate equity and debt financings to Apollo clients and co-investors, as well as third parties. During 2023, an investment platform founded and led by Mr. Harris, participated in one of these syndications. Apollo syndicated approximately $17.5 million of securities to his platform on the same terms and subject to the same conditions as all third parties acquiring such syndicated securities. We received $20 million in syndication fees from the issuer for the syndication of $2.0 billion in the aggregate. In his capacity as a stockholder of Apollo, Mr. Harris has an indirect interest in all fees that we receive in such syndications.

Sub-Advisory Arrangements and Strategic Investment Accounts

From time to time, we have entered into sub-advisory arrangements with, or established strategic investment accounts for, certain of our directors and executive officers or vehicles they manage. Such arrangements have been approved in advance in accordance with our policy regarding transactions with related persons. In addition, such sub-advisory arrangements or strategic investment accounts have been entered into with, or advised by, an Apollo entity serving as investment advisor registered under the Investment Advisers Act of 1940, as amended, and any fee arrangements, if applicable, have been on an arms-length basis. The amount of such fees paid by our directors and executive officers or vehicles they manage to us from January 1, 20212022 through June 30, 20222023 was $790,323$564,253 for Mr. Harris and $70,272$62,911 for Mr. Rowan.

Irrevocable Proxy with Tiger Global Management

The Class A shares of AAM that were beneficially owned (the “Subject Shares”) by advisory clients of Tiger Global Management, LLC and/or its related persons’ proprietary accounts (“Tiger”), were subject to an irrevocable proxy pursuant to which AGM Management, LLC, AAM’s former Class C stockholder, had the right to vote all of such Subject Shares at any meeting of AAM’s stockholders and in connection with any written consent of AAM’s stockholders as determined in the sole discretion of AGM Management, LLC. The proxy terminated in 2021 in accordance with its terms on the first date Tiger did not own more than 10% of the outstanding Class A shares of AAM.

Indemnification of Directors, Officers and Others

Under our certificate of incorporation, in most circumstances we will be obligated to indemnify the following persons, to the fullest extent permitted by applicable law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts: AAM’s Former Manager; any Affiliate of AAM’s Former Manager; any member, partner, Tax Matters Partner, Partnership Representative, officer, director, employee, agent, fiduciary or trustee of any Corporate Group Member (each as defined in our certificate of incorporation), AAM’s Former Manager or any of its respective Affiliates; any Person who was serving at the request of AAM’s Former Manager or any of its respective Affiliates as an officer, director, employee, member, partner, Tax Matters Partner, Partnership Representative, agent, fiduciary or trustee of another Person; provided, that a Person shall not be included by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services; and any person that our Board of Directors in its sole discretion designates as an “Indemnified Person” as permitted by applicable law.

We have agreed to provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct. We have also agreed to provide this indemnification for criminal proceedings. Any indemnification under these provisions will only be out of our assets. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under our certificate of incorporation.

We have entered into indemnification agreements with each of our directors, executive officers and certain of our employees which set forth the obligations described above.

We have also agreed to indemnify each of the Former Managing Partners and certain Contributing Partners, including Messrs. Kleinman and Zelter, against certain amounts that they are required to pay in connection with a general partner obligation for the return of previously made performance fee distributions in respect of Apollo Investment Fund IV, L.P. and its parallel fund, Apollo Investment Fund V, L.P. and its parallel funds and alternative investment vehicles, and Apollo Investment Fund VI, L.P. and its parallel funds and alternative investment vehicles.

We also currently maintain liability insurance for our directors and officers.

Statement of Policy Regarding Transactions with Related Persons

We have adopted a written Related Person Transactions Policy (the “policy”), which sets forth our policy with respect to the review, approval, ratification and disclosure of all material related person transactions by the Audit Committee. In accordance with the policy, the Audit Committee has overall responsibility for implementation of and compliance with the policy.

For purposes of the policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and the amount involved exceeded, exceeds or will exceed $120,000 and in which any related person (as defined in the policy) had, has or will have a direct or indirect material interest.

The policy requires that notice of a proposed related person transaction be provided to AGM’s Chief Legal Officer prior to entry into such transaction. If the Chief Legal Officer determines that such transaction is a related person transaction and does not fall within certain categories of pre-approved transactions listed in our policy, the proposed transaction will be submitted to our Audit Committee for consideration or in certain instances, to the Audit Committee Chairperson.Chair. Under the policy, our Audit Committee or the Audit Committee ChairpersonChair may approve only those related person transactions that are in, or not inconsistent with, AGM’s best interests. In the event that we become aware of a related person transaction that has not been previously reviewed, approved or ratified under the policy and that is ongoing or is completed, the transaction will be submitted to the Audit Committee so that it may determine whether to ratify, rescind or terminate the related person transaction (provided that aan interested director is required to be recused from such determination). The policy provides that no member of the Audit Committee shall participate in any review, consideration, or approval of any related person transaction with respect to which such member or any of his or her immediate family members is the related person.

The policy also provides that the Audit Committee reviewmonitor certain previously approved or ratified related person transactions that are ongoing to determineassess whether amending or terminating the related person transaction remainswould be in our best interests and the best interests of our stockholders. Additionally, we make periodic inquiries of directors and executive officers with respect to any potential related person transaction of which they may be a party or of which they may be aware.

EXECUTIVE OFFICERS

The names of the current executive officers of AGM (and their respective ages as of the date of this Proxy Statement) are set forth below.

Martin Kelly. Mr. Kelly joined Apollo in 2012 and serves as the Chief Financial Officer of AGM. Mr. Kelly served as Chief Financial Officer of AAM from September 2012 through February 2022. From January 2019 through December 2021, Mr. Kelly also served as our Co-Chief Operating Officer. From 2008 to 2012, Mr. Kelly was with Barclays Capital and, from 2000 to 2008, Mr. Kelly was with Lehman Brothers Holdings Inc. Prior to departing Barclays Capital, Mr. Kelly served as Managing Director, CFO of the Americas, and Global Head of Financial Control for their Corporate and Investment Bank. Prior to joining Lehman Brothers in 2000, Mr. Kelly spent 13 years with PricewaterhouseCoopers LLP, including serving in the Financial Services Group in New York from 1994 to 2000. Mr. Kelly was appointed a Partner of the firm in 1999. Mr. Kelly serves as an advisor to the audit and risk committees of The Hotchkiss School and as a trustee of the U.S. Olympic and Paralympic Foundation and The Westminster School. Mr. Kelly received a degree in Commerce, majoring in Finance and Accounting, from the University of New South Wales.

John Suydam. Mr. Suydam joined Apollo in 2006 and serves as AGM’s Chief Legal Officer. Mr. Suydam has informed us of his intention to transition to the role of partner and senior advisor at the end of 2023. From 2002 to 2006, Mr. Suydam was a partner at O’Melveny & Myers LLP where he served as head of Mergers and Acquisitions and co-head of the Corporate Department. Prior to that time, Mr. Suydam served as Chairman of the law firm O’Sullivan, LLP which specialized in representing private equity investors. Mr. Suydam serves on the boards of The Legal Action Center, Environmental Solutions Worldwide, Inc. and New York University School of Law. Additionally, Mr. Suydam serves on the board of trustees of The College of the Holy Cross. Mr. Suydam received his J.D. from New York University and graduated magna cum laude with a B.A. in History from the State University of New York at Albany.

The biographical information for Messrs. Rowan, Belardi, Kleinman and Zelter is set forth above under “Board of Directors” above.Directors.”

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Company. More detail regarding our executives’ investments in our funds is described under “Certain Relationships and Related Transactions, and Director Independence.”

Mr. Belardi’s AISG partnership interest is directly tied to subadvisory fees and management fees and increases in the size of distributions on his partnership interest are a result of increased value creation for the Company and our stockholders.

Other highlights of 2022 include the following:

Financial Performance in 2022¹

2022 was a transformational year for Apollo. The strength of the combined Asset Management and Retirement Services businesses was very clear during our first year as a fully aligned firm, particularly against a backdrop of heightened market volatility and uncertainty. Apollo reported record fee related earnings, record normalized spread related earnings, and organic inflows in 2022. Our executive officers, who have deep experience in our industry, have helped build a best-in-class business with nearly $550 billion of assets under management as of year-end 2022.

Additionally, we made substantial progress on our three key growth pillars over the course of the year:

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Moreover, Apollo strategically allocated capital to drive shareholder value in 2022 through:

We performed well against the financial and business plans that we originally laid out for 2022, positioning us for a strong year of execution in 2023.

Corporate Structure/Governance

As of January 1, 2022, compensation decisions for the named executive officers came under the purview and authority of a newly formed independent compensation committee. The compensation committee is composed exclusively of independent directors, meets at least quarterly each year, operates pursuant to a written Compensation Committee Charter, and receives briefings from an independent compensation consultant and outside counsel, as appropriate.

Leadership

On January 1, 2022, Marc Rowan, CEO of AGM, assumed oversight responsibilities of AHL’s insurance businesses in addition to AAM’s asset management business. Mr. Rowan’s close alignment with stockholders is evidenced by his significant equity ownership and his annual base salary of $100,000. See “Security Ownership of Certain Beneficial Owners and Management.”

On January 1, 2022, Martin Kelly commenced his role as CFO of AGM, after previously being CFO of AAM.

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Scott Kleinman assumed increased responsibilities as the co-principal executive officer and Co-President of AAM as of January 1, 2022, and began receiving his reduced annual base salary of $100,000, down from his $1.2 million 2021 base salary. He has received no new compensation for 2022. His amounts shown in the Summary Compensation Table reflect distributions in respect of vested carry awards (i.e., owned partnership interests) that were awarded before 2022 (restricted stock units (“RSUs”)) intended to cover five years were awarded in December 2021).

James Belardi, Chairman and CEO of AHL, joined our Board of Directors on January 1, 2022 and entered into an amended and restated employment agreement with AHL on June 16, 2022, with no change to his base salary or annual incentive bonus opportunity. We discuss below modifications that were made to his ISG partnership interest at that time.

Compensation Peer Group

The compensation committee adopted a peer group that includes Ares, BlackRock, Blackstone, Brookfield Asset Management, Carlyle, Goldman Sachs, KKR, Morgan Stanley, T. Rowe Price and TPG. The group was determined in consultation with Semler Brossy Consulting Group, LLC (“Semler Brossy”), the independent compensation consultant that advises our compensation committee, after considering factors such as industry, business model relevance, size, and firms with which we compete for talent. As part of this compensation reset, in 2021 AAM implemented new compensation arrangementsprocess, we reviewed assets under management, market capitalization, and incentive programsbusiness mix, with a focus on alternative asset managers and made changes to certain existing employee incentive programs. These changes affect the following programs in which one or more of our named executive officers participate and involved the following actions: (i) eliminating one broadly owned carry program piloted since 2016, “global carry pool,” that was not achieving its human capital goals effectively and replacing itlarge investment banks with stock of equivalent value to bolster alignment across AGM and its subsidiaries, (ii) providing certain senior leaders of AGM and its subsidiaries, a group of approximately 100 individuals, with long-term stock-based awards, (iii) designing a new program for Apollo’s senior leaders to increase alignment across the totality of Apollo’s performance fee income with awards to be made in 2022, (iv) renewing the employment agreement of Mr. Rowan, then the chief executive officer of AAM and now the chief executive officer of AGM, and extending it by two years, and (v) entering into new compensation arrangements with the Co-Presidents of AAM, Scott Kleinman and James Zelter, and retiring their existing unvested performance fee compensation arrangements.

Also in 2021, AAM introduced a supplemental annual cash stipend of $250,000 for its partners and certain of its executive officers (including Messrs. Civale and Kelly). Such stipend in respect of services performed in 2021 was paid in 2022. Messrs. Rowan, Black, Kleinman and Zelter did not receive such stipends.

We are confident that we have created a distinctive, high-performing culture where employees will continue to thrive because we believe Apollo is a great place to work, it provides attractive compensation for high

and other professionals who receive rights to performance fees (excluding rights in respect of non-drawdown-style funds and certain pooled performance fee vehicles) from the funds we manage are generally required to invest their own capital in the funds on which they work in amounts that are proportionate to the size of their participation in performance fees. We believe that these investments help to ensure that our investment professionals have capital at risk and reinforce the linkage between the success of the funds we manage, the success of AGMthe Company and the amounts earned by our professionals. Our eligible investment professionals are generally permitted to invest in ourthe funds we manage free of management fees and, in certain instances, performance fees. These opportunities further align our employees with ourthe investors in the funds we manage and our stockholders, encourage our professionals to work across the integrated asset management platform and bolster links among our various businesses.

Discouragement of Excessive Risk-Taking. Although investments in alternative assets can pose risks, we believe that our Our compensation program includes significant elements that discourage excessive risk-taking while aligning the compensation of our professionals with our long-term performance. For example, notwithstanding that we accruea portion of our employees’ annual incentive compensation for our performance fee programs (described below) as increasesis paid in the valueform of RSUs that are subject to vesting, which reinforces employee focus on the portfolio investments recorded in the related funds,Company’s long-term performance and enhances alignment with our stockholders. With regard to carried interest, we generally make payments in respect of performance fee allocations to our employees only after profitable investments have actually been realized. Similarly, for the funds that pay incentive fees, employees receive distributions of such fees only after the fund has appreciated in value (typically above a specified level) during the applicable period. This helps to ensure that our professionals take a long-term view that is consistent with the interests of AGM,the Company, our stockholders and the investors in the funds we manage. Moreover, if a drawdown-style fund fails to achieve specified investment returns due to diminished performance of later investments, our performance fee program relating to that fund generally permits, for the benefit of the limited partner investors in that fund, the return of performance fee distributions (generally net of tax) previously made to us or our employees. These provisions discourage excessive risk-taking and promote a long-term view that is consistent with the interests of the fund investors and our stockholders. Our general requirement that our professionals who hold direct performance fee rights in our drawdown-style funds invest in those funds further aligns the interests of our professionals, fund investors and stockholders. These provisions discourage excessive risk-taking and promote a long-term view that is consistent with the interests of the fund investors and our stockholders. In addition, since our last annual meeting we adopted our recoupment policy, which encourages compliance with our policies and discourages activities detrimental to the Company. The recoupment policy provides for the recovery of equity-based awards and other incentive compensation if an employee engages in a detrimental activity or, in the case of a financial restatement, a current or former executive officer receives such compensation in excess of what it would have been if calculated based on the restated amounts. Finally, the minimum retained ownership requirements and/orprescribed under the executive share ownership guidelines that were revamped in 2022 and apply to certain executives, and the delayed liquidityvesting and delivery of certain RSUs, as well as a requirement that a portion of the performance fee rights of certain investment professionals be settled either in the form of RSUs or by using a portion of the amounts received to purchase shares of Common Stock, discourage excessive risk-taking because the value of these interests is tied directly to the long-term performance of shares of Common Stock.

The key elements of the compensation of our named executive officers during fiscal year 20212022 are described below.

Annual Salary. Each of our continuing named executive officers receives an annual salary. We believe that the compensation of our executive officers should primarily be tied to performance, and accordingly annual salaries constitute a relatively small component of the overall compensation of our named executive officers. The 20212022 base salaries of our named executive officers are set forth in the Summary Compensation Table below,below. Mr. Rowan and thoseMr. Kleinman receive no compensation other than an annual base salary of $100,000. In general, base salaries were set by the AAM Executive Committeebased on market practice, including higher fixed compensation for individuals in control functions to reinforce their judgment after considering the historic compensation levels of the officer, competitive market dynamics and each officer’s level of responsibility and anticipated contributions to our overall success. Pursuant to their employment agreements as in effect at the end of 2021, the base salary for each of Messrs. Rowan, Kleinman, Zelter and Civale is $100,000. Mr. Rowan receives no other compensation.

RSUs. In December 2021, each of Messrs. Kleinman and Zelter were granted a one-time five-year award of a right to receive up to six million shares of Common Stock, less a number of RSUs equal to the value of existing unvested performance fee awards that were relinquished for vested transfer-restricted shares of Common Stock as part of the exchange by them described below. These grants are intended to fully align the Co-Presidents of AAM with AGM’s public stockholders and incentivize them to drive stock price performance over the next five years. Such grants were made under our equity incentive plan and approved by the Ad Hoc Compensation Committee during 2021. Under their employment agreements, no additional equity awards (excluding any equity mandatorily acquired in respect of performance fee rights that had vested before 2022) will be provided to Messrs. Kleinman or Zelter before 2027 at the earliest.

Three million of these RSUs (less a number of RSUs equal to the value of existing unvested performance fee awards that were relinquished for vested transfer-restricted shares of Common Stock as part of the exchange by Messrs. Kleinman and Zelter described below) are vested at grant, but will not be delivered until January 2027, and delivery on such date is subject to the continued employment, or a good leaver departure (including a termination without cause, resignation with good reason or death or disability, each as defined in the applicable employment agreement) through such date. If Mr. Kleinman or Mr. Zelter voluntarily resigns or retires (not with good reason) before December 31, 2026, delivery of the shares underlying the vested RSUs will be delayed until January 2032. The remaining three million RSUs for each executive will be subject to five years of continuous service, with the vesting of one million of such RSUs, to be delivered in April 2027, also based upon attaining the per share fee-related earnings and spread-related earnings targets for 2026 set forth in the materials shared with AAM’s stockholders on October 19, 2021. Such awards have certain accelerated vesting provisions for good leaver terminations as described in the applicable award agreements.

Compensation Table and Grants of Plan-Based Awards Table include the restricted shares and RSUs acquired by our named executive officers in 20212022 in respect of performance fee amounts received.

As noted above, in 2021, Apollo determined to cease making new awards under a subset of its dedicated performance fee rights programs, referred to as “global carry pool,” pursuant to which certain Apollo employees were given the opportunity to participate in the performance fee income generated by the investment funds managed by us and our affiliates. In December 2021, participants in the global carry pool programs had the opportunity to elect to exchange their rights to distributions and payments in respect of performance fee income for the right to receive shares of Common Stock and fully vested RSUs to be delivered over the vesting period that had applied to their surrendered global carry pool awards. We believe that, following this exchange, these Apollo employees are better aligned with the business and performance of our integrated businesses. All of AAM’s then executive officers who held global carry pool interests elected to participate in this exchange.

Performance Fees: Incentive Pool

Pool. Our performance-based incentive arrangement, referred to as the incentive pool, further aligns the overall compensation of certain of our professionals to the realized performance of our business. The incentive pool provides for compensation based on realized performance fees and enhances our capacity to offer competitive compensation opportunities to our professionals. “Realized performance fees” means performance fees earned by the general partners of the funds Apollo manageswe manage under the applicable fund limited partnership agreements based upon transactions that have closed or other rights to incentive income cash that have become fixed in the applicable calendar year period. Under this arrangement, Messrs. Kleinman, Zelter,Mr. Kelly and Civale, among otheris the only one of our professionals,named executive officers who received incentive pool performance fees earned during 2021. As a result of agreements entered into after November 2021, Messrs. Kleinman, Zelter and Civale will not receive incentive pool performance fees earned after 2021. Allocations to participants in2022. During 2022, the incentive pool have both a mandatory component and a discretionary component, both of which may vary year to year, including as a result of our overall realized performance and the contributions and performance of each participant. During 2021, the AAM Executive CommitteeCompany determined the amount of the realized performance fees to place into the incentive pool in its discretion after considering various factors, including AAM’sCompany profitability, management company cash requirements and anticipated future costs, provided that the incentive pool consists of an amount equal to at least 1% of the realized performance fees attributable to profits generated after creation of the incentive pool that were taxable in the applicable year and not allocable to dedicated performance fee entitlements. Each participant in the incentive pool is entitled to receive, as a mandatory component of participation in the incentive pool, his or her

RSUs: Long-Term Incentive. We award RSUs to our named executive officers. officers (excluding Messrs. Rowan and Kleinman) to enhance their alignment with our stockholders. In early 2022, the compensation committee approved awards of RSUs to Messrs. Belardi, Kelly and Suydam, all of which are subject to service-based vesting. Each of these RSU awards was consistent with the NEO’s prior year award. Mr. Suydam’s annual incentive RSUs were granted in accordance with the terms of his employment agreement and related to service in 2022.

RSUs: Annual Incentive Bonus. Mr. Belardi receives RSUs both as part of his annual incentive bonus award and as a long-term incentive. Mr. Belardi’s annual incentive bonus RSUs vest in two equal annual installments and his long-term incentive RSUs vest in three equal annual installments. In February 2022, the compensation committee approved the financial, operational and other performance objectives that apply to determine his annual incentive bonus RSUs granted in consideration for 2022 services as further described below under “Determination of Compensation of Named Executive Officers.” All of the NEOs’ RSU awards discussed here are reflected in the Stock Awards column of the Summary Compensation Table.

In December 2022, following a review of performance in 2022, the compensation committee approved a payout of Mr. Belardi’s annual incentive bonus RSU award representing an overall award level at 110% of target, based on three factors. For 2022 and consistent with prior years, the compensation committee established that: (i) 25% of Mr. Belardi’s target annual incentive bonus RSU award would be based on a combination of five AHL corporate financial and operational goals consistent with the goals applicable to other executive officers of AHL; (ii) 25% would be based on absolute and relative investment portfolio total return goals; and (iii) 50% would be based on the compensation committee’s review of overall AHL performance:

The AAM Executive Committee considered, exceptfive AHL corporate performance measurements, their respective weightings and 2022 performance and achievement with regardrespect to these measurements, as of the date of the compensation committee’s December 2022 meeting, are set forth below. The targets for the corporate financial and operational measures were determined in relation to AHL’s internal business plan for the year.

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AHL’s 2022 performance based on the five corporate objectives described above, would have resulted in a payout level equal to 114% of the corporate target opportunity based on actual performance of each metric limited by performance caps. The compensation committee approved an actual payout level equal to 130%, to reflect the extent to which the organic deposit and new business profitability measures exceeded the maximum target levels and in recognition of extraordinary performance in 2022 for organic volumes, and high performance in the face of market conditions causing AHL to use more capital than expected and given the inability to access the capital markets at attractive financing terms.

The first investment portfolio total return performance objective, weighted 12.5%, compared AHL’s non-alternative investment performance to the compensation of Mr. Rowan, our named executive officers’ historical role, the particularsBarclays US Aggregate Bond Index over a trailing 33-month period. The second investment portfolio total return performance objective, also weighted at 12.5%, compared AHL’s alternative investment performance relative to a 50-50 blended index of the business unitsS&P 500 and the BofA Merrill Lynch US High Yield Index over a 33-month period, subject to maintaining a minimum return on alternative investment performance since the inception of AHL.

The investment portfolio total return performance objectives are assessed based on a prescribed formula. For the investment portfolio total return performance objective based on AHL’s non-alternative investment performance, the compensation committee compared AHL’s results of (0.64)% for the 33-month period ending September 30, 2022 to (1.19)% for the Barclays US Aggregate Bond Index, which pursuant to the formula resulted in payout of 100% of the award for this objective. For the investment portfolio total return performance objective based on AHL’s alternative investment performance, the compensation committee compared AHL’s results of 13.30% for the 33-month period ending September 30, 2022 to 3.35% for the 50-50 blended index described above, which pursuant to the formula resulted in payout of 120% of the award.

The annual incentive bonus RSUs for performance in 2022 will appear in the Summary Compensation Table for 2023, as they focus, their capital contribution obligationswere granted in February 2023. These RSUs vest in two equal annual installments, consistent with past practice for Mr. Belardi.

Annual Cash Partner Benefits Stipend. Messrs. Kelly and theirSuydam receive an annual cash benefits stipend of $250,000 that may be used for benefits or for other purposes and helps support the well-being of our partners. The benefits stipend assists us in recruiting talent and inspiring our professionals to seek to become partners.

Employment Agreements

Our NEOs are party to employment, non-competition and non-solicitation agreements, as summarized below. All such agreements were entered into before 2022 (except for Mr. Belardi, whose employment agreement was entered into in 2022).

Employment, Non-Competition and Non-Solicitation Agreements with Chief Executive Officer, Marc Rowan

On December 31, 2021, we renewed the employment, non-competition and non-solicitation agreement with our Chief Executive Officer, Marc Rowan, who ceased to be the chief executive officer of AAM on that date and upon the closing of the Mergers became the Chief Executive Officer of AGM. The agreement is similar to his previous agreements and was extended by two years, to the end of 2023. Mr. Rowan’s annual base salary under the agreement remains $100,000 per year.

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Employment, Non-Competition and Non-Solicitation Agreement with Chief Financial Officer, Martin Kelly

On July 2, 2012, we entered into an employment, non-competition and non-solicitation agreement with Martin Kelly, our Chief Financial Officer. Mr. Kelly’s annual base salary is $1,000,000 and he is eligible for an annual allocation from the incentive pool in an amount to be determined by the compensation committee in its discretion.

Employment, Non-Competition and Non-Solicitation Agreement with Co-President, Scott Kleinman

On November 30, 2021, an ad hoc compensation committee (that preceded the formation of the compensation committee) approved a new employment agreement for Scott Kleinman, a Co-President of AAM. This new agreement governs his compensation for five years as he co-leads AAM following the Mergers. Under this agreement, he gave up all existing cash incentive compensation arrangements to the extent unvested and agreed to forgo all future entitlements in respect of bonus, unvested carry and other forms of compensation. In return, he earns the equivalent of one million shares per year for five years, plus the opportunity to earn an additional one million shares for meeting the fee related earnings and spread related earnings per share targets that AAM established in materials it shared with its public stockholders on October 19, 2021, in connection with its Investor Day. None of the shares underlying this one-time grant of six million RSUs will be delivered or transferable until five years after grant. Consistent with Apollo’s compensation philosophy of encouraging and rewarding extended periods of outstanding service, three million shares were vested at grant (subject to certain restrictive covenants) and the remainder are eligible to vest at the end of five years. We believe this arrangement drives complete alignment with the Company’s stockholders.

Under his employment agreement, effective January 1, 2022, Mr. Kleinman receives an annual base salary of $100,000 per year and receives no further bonuses, allocations of performance fees or other forms of new compensation. Additional amounts reflected in the Summary Compensation Table for Mr. Kleinman relate to awards granted to him before 2022. As required by the terms of his current performance fee entitlements when determining their individual compensation terms. The AAMarrangements, Mr. Kleinman has made investments of his own capital in various funds we manage, which investments continue.

Employment and Partnership Interest Agreements with AHL Chairman and Chief Executive Committee determined that,Officer, James R. Belardi

In 2009, Mr. Belardi founded ISG and prior to 2022, was party to two separate employment agreements with AHL and ISG (together, the “Prior Agreements”). Since its inception, Mr. Belardi has served as a result of our philosophy to focus on performance-based compensation, a discretionary cash bonus would not be awarded to any namedchief executive officer of ISG, which is an indirect subsidiary of AGM that manages investments for 2021.Athene. On June 16, 2022, following approval by the compensation committee, AHL and Mr. Belardi entered into an amended and restated employment agreement, which superseded the Prior Agreements, with no change to his annual base salary or annual incentive bonus opportunity.

Under his current agreement, Mr. Belardi is employed by AHL and continues to serve as both AHL’s chief executive officer and ISG’s chief executive officer. Mr. Belardi’s annual base salary of $1,875,000 and target annual incentive bonus opportunity of $1,850,000 are the same aggregate amounts as were payable under the Prior Agreements. Any annual incentive bonus may be paid in the form of cash or publicly tradeable securities that vest in annual installments (such amount was paid in February 2023 in the form of RSUs for services performed in 2022). The current term of the agreement will expire on December 31, 2023, and will automatically extend for subsequent one-year terms unless Mr. Belardi gives or receives notice of non-renewal prior to expiration of the then current term.

In 2009, when Mr. Belardi founded ISG, he was granted a partnership interest in ISG’s parent. This ISG partnership interest, which Mr. Belardi received as the founder of ISG, provides quarterly distributions equal to 3.35% of base management fees and 4.5% of subadvisory fees, consistent with the fee agreement by and between

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ISG and AHL, and the fee agreement by and between ISG and ACRA, each as in effect from time to time. This revenue sharing provides long-term alignment to invest in the ISG business to support future growth. Mr. Belardi’s ISG partnership interest continues to motivate Mr. Belardi to further develop highly valuable business lines. The ISG partnership interest results in distributions which, unlike dividends on Common Stock, are reported in the All Other Compensation column of the Summary Compensation Table pursuant to SEC rules.

Additionally, under his current agreement, Mr. Belardi receives an additional annual amount equal to 3% of the profits of ISGI, subject to Mr. Belardi’s continued employment with AHL through the date it pays its annual bonuses for the applicable year.

Employment, Non-Competition and Non-Solicitation Agreement with Chief Legal Officer, John Suydam

On July 19, 2017, we entered into an employment, non-competition and non-solicitation agreement with John Suydam, our chief legal officer, which we amended on December 20, 2019. Pursuant to his agreement, Mr. Suydam is entitled to an annual base salary of $2,500,000, and an annual equity incentive award in the form of RSUs that have an aggregate value of $3,750,000 and vest in four equal quarterly installments, subject to the Company’s receipt of performance fees sufficient to cover the associated equity-based compensation expense.

Stockholder Advisory Vote Regarding Executive Compensation

In 2020, AAMour stockholders approved a triennial schedule for the say-on-pay advisory vote, which we adopted as our practice. In the last say-on-pay advisory vote in 2020, we received 97.55% approval by stockholders represented in person or by proxy at the meeting in 2020.

excess of $1 million to “covered employees” under Section 162(m) (generally, such company’s chief executive officer, its chief financial officer, its three other highest paid executive officers and certain individuals who were covered employees in years other than the then-current taxable year).

Under final regulations released in December 2020 that reversed a long-standing position of the Internal Revenue Service, Section 162(m) now applies to corporations, such as AGM,the Company, in respect of the compensation of covered employees of an operating partnership for which the compensation deduction is allocable to the corporation based on its interest in the partnership. While we consider the deductibility of compensation as a factor in making compensation decisions, we retain the flexibility to provide compensation that is consistent with AGM’sthe Company’s goals for its executive compensation program, even if such compensation is not tax deductible.

In connection with our compensation changes and the issuance of shares of our common stock and share-based awards, we incurred a one-time non-cash charge of $1.1 billion in the fourth quarter of 2021. The vast majority of the non-cash charge resulted from the approach to vesting reflected in these awards. The non-cash charge affected our financial results under GAAP, but did not impact our operating results, including key performance metrics such as fee-related earnings and distributable earnings (both of which are non-GAAP financial measures of Apollo). In part as a result of our compensation reset, we expect a reduction in the compensation ratio of Apollo’s fee-related earnings from approximately 30% to 25% over time.

Compensation Committee Interlocks and Insider Participation

TheNo member of the compensation committee is or has been an officer or employee of the Company. No member of the compensation committee is, or was in 2022, an executive officer of another entity at which one of our executive officers serves, or served in 2022, on either the board of directors or the compensation committee. Messrs. Kleinman and Zelter, who serve as executive officers and directors of AGM, also serve as directors and executive officers of AAM, Board didour controlled subsidiary that does not have a compensationboard committee in 2021. Instead, compensation decisions were historically made by the AAM Executive Committee composed of Messrs.overseeing compensation. In addition, our CEO, Mr. Rowan, Black and Harris. Following Mr. Black’s resignation, his seatserves on the AAM Executive Committee alternated betweenexecutive committee of the Co-Presidentsboard of AAMdirectors of AHL. The AHL executive committee is responsible for the balance of 2021. While the memberscompensation of the AAM Executive Committee continued to make ordinary course compensation determinations with respect tonamed executive officers of AHL other than Mr. Belardi, who is AHL’s chief executive officer compensation in 2021, AAM convened the Ad Hoc Compensation Committee to consider the employment and compensation arrangementsserves on our board. For information about related person transactions involving members of the Co-Presidents of AAM and the special grants of RSUs to Messrs. Kelly and Civale that AAM approved on November 30, 2021. The Co-Presidents of AAM did not participate in any discussions or decisions regarding their employment or compensation terms.

Beginning January 1, 2022, following the reorganization in connection with the Mergers, compensation decisions are made by our Board of Directors, or its authorized delegate,see “Certain Relationships and decisions regarding the compensation of AGM’s executive officers are made by the Compensation Committee, which was established by the Board of Directors upon the closing of the Mergers.

Summary Compensation Table

The following Summary Compensation Table sets forth information concerning the compensation earned by, awarded or paid to our former principal executive officers,officer, our principal financial officer and our three other most highly compensated executive officers for the fiscal year ended December 31, 2021.2022. For Mr. Rowan and former CEO Mr. Black each received distributionsKleinman, 2022 amounts in 2021 asthe “Stock Awards” column relate to legacy performance fee programs in which he had vested before 2022 that require that a resultportion of his indirect beneficial ownershipthe performance fee amounts be used to purchase restricted shares of AOG Units and his rightsCommon Stock. Similarly, awards reported under the tax receivable agreement.“All Other Compensation” column for Messrs. Kleinman and Zelter also receivedBelardi are distributions from their AOG Units (the balance of which convertedwith respect to shares of Common Stock in the Mergers) and tax receivable agreement rights in 2021. These amounts do not appear in the tables below, but the tax receivable amounts appear under “Certain Relationships and Related Transactions, and Director Independence—Amended and Restated Tax Receivable Agreement.”vested partnership interests that were awarded prior to 2022.