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Equity-Based Compensation | 12 Months Ended
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Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
Equity-Based Compensation | 15. Equity-Based Compensation In May 2012, Carlyle Group Management L.L.C., the general partner of the Partnership, adopted the Equity Incentive Plan. The Equity Incentive Plan, which was amended on January 1, 2020 in connection with the Conversion to reflect shares of the Company’s common stock, is a source of equity-based awards permitting the Company to grant to Carlyle employees, directors and consultants non-qualified options, share appreciation rights, common shares, restricted stock units and other awards based on the Company’s common shares. On June 1, 2021, the shareholders of the Company approved an amended and restated Equity Incentive Plan that removed a provision providing for the automatic increase in the number of the Company’s common stock available for grant and reset the total number of shares of common stock available for grant to 16,000,000 shares of common stock for awards granted under the plan after June 1, 2021. On May 30, 2023, the shareholders of the Company approved a further amended and restated Equity Incentive Plan which increased the total number of shares of common stock available for the grant of awards under the Equity Incentive Plan after June 1, 2021 by an additional 23,800,000 shares of common stock (from 16,000,000 shares of common stock to 39,800,000 shares of common stock). As of December 31, 2023, the total number of shares of the Company’s common stock available for grant under the amended and restated Equity Incentive Plan was 27,280,126. Common Shares In connection with its strategic investment in NGP, the Company agreed to grant common shares on an annual basis with a value not to exceed based $10.0 million based on a prescribed formula, which will vest over a 42-month period. Because the Company accounts for its investment in NGP under the equity method of accounting, the fair value of the shares is recognized as a reduction to principal investment income. During the years ended December 31, 2023, 2022 and 2021, the Company recognized $8.8 million, $8.4 million and $9.2 million, respectively, as a reduction to principal investment income related to these shares. Restricted Stock Units The deferred restricted stock units are unvested when granted and vest ratably over a service period, which generally ranges from one year to four years. The grant-date fair value of the deferred restricted stock units granted to Carlyle’s employees is charged to equity-based compensation expense on a straight-line basis over the required service period. Additionally, the calculation of the expense assumes a per unit discount that ranges from 2% to 20%, as these unvested awards do not participate in any dividends. Equity-based compensation expense generates deferred tax assets, which are realized when the units vest. The Company recorded compensation expense of $249.1 million, $154.0 million and $163.1 million for the years ended December 31, 2023, 2022 and 2021, respectively, with $41.1 million, $28.7 million and $33.4 million of corresponding deferred tax benefits, respectively. A portion of the accumulated deferred tax asset associated with equity-based compensation expense was reclassified as a current tax benefit due to units vesting during the years ended December 31, 2023, 2022 and 2021. The net impact of the addition/(reduction) in deferred tax assets due to the equity-based compensation expense recorded during the period less the tax deduction for units that vested was $12.7 million, $(3.2) million and $10.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the total unrecognized equity-based compensation expense related to unvested deferred restricted stock units is $466.9 million, which is expected to be recognized over a weighted-average term of 2.3 years. Equity-based awards issued to non-employees, including non-employee directors and consultants, are recognized as general, administrative and other expenses. The grant-date fair value of deferred restricted stock units granted to non-employees is charged to expense on a straight-line basis over the vesting period. Equity-based awards that require the satisfaction of future service criteria are recognized over the relevant service period. The expense for equity-based awards issued to non-employees was $6.5 million, $5.0 million and $5.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. During 2023, the Company granted 6.8 million shares related to equity inducement awards granted in connection with the appointment of the Company’s Chief Executive Officer, including time-based restricted stock units which are eligible to vest ratably in four equal installments, and performance based restricted stock units which contain stock price performance conditions. Compensation cost for the awards containing market conditions, including stock price performance conditions, is based on a grant-date fair value that factors in the probability that the market conditions will be achieved and is recognized over the requisite service period on a straight-line basis. During 2021, the Company granted 7.1 million long-term, strategic restricted stock units to certain senior professionals, the majority of which are eligible to vest based on the achievement of annual performance targets over four years across a number of the Company’s employees. Compensation cost is recognized over the requisite service period if it is probable that the performance condition will be satisfied. In February 2024, the Company granted 18.1 million restricted stock units. These awards included 13.2 million restricted stock units granted to certain senior Carlyle professionals with an estimated grant date fair value of approximately $347 million and which are subject to vesting based on the achievement of stock price performance conditions over a service period of three years. A summary of the status of the Company’s non-vested equity-based awards as of December 31, 2023 and a summary of changes from December 31, 2020 through December 31, 2023, are presented below:
|  | The Carlyle Group, Inc.
|  | Equity Settled Awards
Unvested Shares |  | Restricted Stock Units |  | Weighted- Average Grant Date Fair Value |  | Unvested Common Shares(1) |  | Weighted- Average Grant Date Fair Value
Balance, December 31, 2020 |  | 8,523,082 |  | $21.70 |  | 748,344 |  | $25.39
Granted(2) |  | 11,207,062 |  | $31.64 |  | 291,396 |  | $32.93
Vested |  | 4,625,457 |  | $22.64 |  | 404,310 |  | $24.73
Forfeited |  | 329,036 |  | $31.02 |  | — |  | $—
Balance, December 31, 2021 |  | 14,775,651 |  | $30.70 |  | 635,430 |  | $29.27
Granted |  | 4,216,827 |  | $40.35 |  | 188,223 |  | $49.06
Vested |  | 5,805,437 |  | $28.15 |  | 370,773 |  | $26.54
Forfeited |  | 2,321,793 |  | $30.84 |  | — |  | $—
Balance, December 31, 2022 |  | 10,865,248 |  | $35.78 |  | 452,880 |  | $39.73
Granted(3) |  | 18,273,547 |  | $29.88 |  | 258,579 |  | $39.73
Vested |  | 5,280,029 |  | $31.86 |  | 252,530 |  | $34.85
Forfeited |  | 1,685,119 |  | $32.24 |  | — |  | $37.91
Balance, December 31, 2023 |  | 22,173,647 |  | $32.12 |  | 458,929 |  | $37.87
(1)Includes common shares issued in connection with the Company’s investment in NGP. (2)Includes 7.1 million long-term, strategic restricted stock units to certain senior professionals, the majority of which are eligible to vest based on the achievement of annual performance targets over four years across a number of the Company’s employees. (3)Includes 6.8 million shares related to equity inducement awards granted in connection with the appointment of the Company’s Chief Executive Officer, as well as 0.3 million shares reserved for issuance upon the settlement of dividend-equivalent rights carried by certain restricted stock units concurrently with the settlement of the restricted stock units for shares.

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