THE CARLYLE GROUP INC.
Dodd-Frank Incentive Compensation Clawback Policy
(As Adopted on November 3, 2023 Pursuant to Nasdaq Rule 5608)
Overview. The Compensation Committee (the “Committee”) of the Board of
Directors (the “Board”) of The Carlyle Group Inc. (the “Company”) has adopted this Dodd-
Frank Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of
certain incentive-based compensation in accordance with the terms herein and is intended to
comply with Listing Rule 5608, as promulgated by The Nasdaq Stock Market LLC, as such rule
may be amended from time to time (the “Listing Rules”). Capitalized terms not otherwise
defined herein shall have the meanings assigned to such terms under Section 12 of this Policy.
Interpretation and Administration. The Committee shall have full authority to
interpret and enforce the Policy in accordance with its business judgment; provided, however,
that the Policy shall be interpreted in a manner consistent with its intent to meet the requirements
of the Listing Rules. As further set forth in Section 10 below, this Policy is intended to
supplement any other clawback policies and procedures that the Company may have in place
from time to time pursuant to other applicable law, plans, policies or agreements.
Covered Executives. The Policy applies to each current and former Executive
Officer of the Company who serves or served as an Executive Officer at any time during a
performance period in respect of which Incentive Compensation is Received, to the extent that
any portion of such Incentive Compensation is (a) Received by the Executive Officer during the
last three completed Fiscal Years or any applicable Transition Period preceding the date that the
Company is required to prepare a Restatement (regardless of whether any such Restatement is
actually filed) and (b) determined to have included Erroneously Awarded Compensation. For
purposes of determining the relevant recovery period referenced in the preceding clause (a), the
date that the Company is required to prepare a Restatement under the Policy is the earlier to
occur of (i) the date that the Board, a committee of the Board, or the officer or officers of the
Company authorized to take such action if Board action is not required, concludes, or reasonably
should have concluded, that the Company is required to prepare a Restatement or (ii) the date a
court, regulator, or other legally authorized body directs the Company to prepare a Restatement.
Executive Officers subject to this Policy pursuant to this Section 3 are referred to herein as
“Covered Executives.”
Recovery of Erroneously Awarded Compensation. If any Erroneously
Awarded Compensation is Received by a Covered Executive, the Company shall reasonably
promptly take steps to recover such Erroneously Awarded Compensation in a manner described
under Section 5 of this Policy.
Forms of Recovery. The Committee shall determine, in its sole discretion and in
a manner that effectuates the purpose of the Listing Rules, one or more methods for recovering
any Erroneously Awarded Compensation hereunder in accordance with Section 4 above, which
may include, without limitation: (a) requiring cash reimbursement; (b) seeking recovery or
forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other
disposition of any equity-based awards; (c) offsetting the amount to be recouped from any
compensation otherwise owed by the Company to the Covered Executive; (d) cancelling
outstanding vested or unvested equity awards; or (e) taking any other remedial and recovery
action permitted by law, as determined by the Committee. To the extent the Covered Executive
refuses to pay to the Company an amount equal to the Erroneously Awarded Compensation, the
Company shall have the right to sue for repayment and/or enforce the Covered Executive’s
obligation to make payment through the reduction or cancellation of outstanding and future