Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment
of Jay Clayton to the Board as Lead Independent Director
On February 17,
2021, Leon Black, Marc Rowan and Joshua Harris, on behalf of the Class C Stockholder of Apollo Global Management, Inc. (the “Company”,
and together with its consolidated subsidiaries, “Apollo”), voted to increase the size of the Company’s Board
of Directors (the “Board”) to twelve (12) directors, and appointed Walter Joseph (Jay) Clayton III to fill the resulting
vacancy and serve as Lead Independent Director of the Board, effective March 1, 2021.
Mr. Clayton served
as Chair of the U.S. Securities and Exchange Commission (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
Commissions. Prior to joining the SEC, Mr. Clayton was a partner at Sullivan & Cromwell LLP, where he was a member of the firm’s
Management Committee and co-head of the firm’s corporate practice. From 2009 to 2017, Mr. Clayton was a Lecturer in Law and
Adjunct Professor at the University of Pennsylvania Law School. Prior to joining Sullivan & Cromwell, Mr. Clayton served as
a law clerk for the Honorable Marvin Katz of the U.S. District Court for the Eastern District of Pennsylvania. A member of the
New York and Washington, D.C. bars, Mr. Clayton earned a B.S. in Engineering from the University of Pennsylvania (summa cum laude),
a B.A. and M.A. in Economics from the University of Cambridge (Thouron Scholar), and a J.D. from the University of Pennsylvania
Law School (cum laude, Order of the Coif).
There are no arrangements
or understandings between Mr. Clayton and any other person pursuant to which he was named a director of the Company, and there
are no actual or proposed transactions between Mr. Clayton or any of his related persons and the Company that would require disclosure
under Item 404(a) of Regulation S-K.
The executive committee
of the Board has affirmatively determined that Mr. Clayton qualifies as an independent director in accordance with the applicable
rules of the SEC and the New York Stock Exchange. The executive committee of the Board has not yet determined on which board committees,
if any, Mr. Clayton will serve as a member and/or the chairperson, however, as the Lead Independent Director, Mr. Clayton will
serve ex officio on any committee of the Board for which he is not a member.
It is anticipated
that Mr. Clayton will enter into a standard indemnification agreement with the Company, as more fully described under the caption
“Indemnification of Directors, Officers and Others” on pages 237-238 of the Company’s annual report on Form 10-K
for the fiscal year ended December 31, 2019, filed with the SEC on February 21, 2020. Furthermore, Mr. Clayton has entered into
an Engagement Letter with the Company, effective upon his appointment to the Board, pursuant to which Mr. Clayton will receive
(i) a base annual director fee of $150,000, (ii) an additional annual director fee of $100,000 for serving as the Board’s
Lead Independent Director, (iii) an annual director fee of $25,000 for each committee of the Board (including any committees of
the Board that may be formed in the future) for which he may be appointed as a member, and (iv) an additional annual director fee
of $25,000 (incremental to the fee described in (iii) above) for each committee of the Board (including any committees of the Board
that may be formed in the future) on which he serves as the Chairperson. In addition, Mr. Clayton will be reimbursed for reasonable
documented travel expenses incurred in connection with his service on the Board and certain legal expenses if necessary in furtherance
of his duties as a director. The Company has also agreed to provide Mr. Clayton with administrative assistance and office space
as reasonably necessary to perform his duties as Lead Independent Director.
In addition to the cash compensation
described above, Mr. Clayton will receive a grant of restricted share units (“RSUs”) of the Company with a value of
$750,000 that vests in three equal annual installments. Once Mr. Clayton is fully vested in his initial RSU award, he will receive
an annual RSU award with a value of $250,000 that vests on June 30 of the year following the year that the grant is made.