Independent
Tenure on this board
7.6 yrs
Also a director at
Bausch & Lomb Corp (BLCO)Bausch Health Companies Inc (BHC)
5 nominees · 4 ballot items.
Elect five directors; ratify KPMG LLP as independent auditor for 2026; approve, on an advisory basis, the compensation of the named executive officers (say-on-pay); and approve the Company’s 2026 Equity Incentive Plan (Appendix A).
To re-elect five directors — Robert J. Chersi, Andrew Kim, John Paulson, Barbara Trebbi and Kelly Young — each to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables and narrative.
This advisory proposal asks stockholders to approve the Company’s disclosed executive compensation program (say-on-pay). Management seeks approval as a non‑binding endorsement of the Compensation Committee’s decisions linking pay to Company and individual performance, and to validate the program’s structure given notable payouts in 2025 (including a large discretionary CEO incentive and RSU grants). The Company frames pay as pay-for-performance: 2025 saw 51% AUM growth, record net client cash flows, improved ENI and Adjusted EBITDA, and strong TSR versus peers — facts management uses to justify above-target awards. Compensation design features cited by the Board include a scorecard for the CEO, time‑based and performance‑based RSUs (including TSR and net client cash flow metrics), deferral schedules, clawback policies, stock ownership guidelines, and independent consultant input, which the Board argues increase alignment with stockholders and mitigate excess risk-taking. The vote is non-binding, so while it signals stockholder sentiment, it will not force immediate changes; the Compensation Committee commits to consider results when setting future compensation. The Board’s recommendation to vote FOR emphasizes that the Compensation Committee exercised discretion in awarding incentives after holistic assessment of quantitative and qualitative performance. Potential investor concerns include the magnitude of certain awards (notably the CEO’s incentive) and the use of discretionary judgment, which can obscure strict metric-based pay; however, management points to robust 2025 fundamentals and governance controls as justification. Overall, the proposal is a routine advisory governance vote that tests investor support for escalation of pay tied to significant growth and one-time transitional compensation items tied to the CEO’s dual role and legacy LLC arrangements.
To approve the Company’s 2026 Equity Incentive Plan (Appendix A) — a modern omnibus equity plan that rolls over previously approved shares from the Prior Plans into a new 10‑year plan term without increasing the share reserve.
This management proposal asks stockholders to approve the Company’s 2026 Equity Incentive Plan, an omnibus plan intended to replace expiring prior plans and permit future equity awards using the previously approved share reserve (4,562,064 shares) without increasing authorized shares. Management seeks shareholder approval to modernize plan mechanics, extend the plan term for ten years, and preserve the ability to grant options, RSUs, SARs and other awards to employees, non‑employee directors and service providers as part of competitive compensation packages. The Board emphasizes there is no new share issuance from this vote — the share pool is a roll‑over of previously approved reserves — and highlights plan governance safeguards including no discounted option/SAR pricing, no automatic re-pricing or liberal share recycling, limits on non‑employee director compensation, and clawback provisions aligned with existing policies. Approval would avoid interruption of equity grant activity when the Prior Plans expire and maintain tools used to align employee and director incentives with long‑term shareholder value. From a governance perspective, the plan contains investor-friendly features (e.g., restrictions on re‑pricing, no dividends on unvested awards, and standard adjustment provisions for corporate events) but still grants the Committee broad discretion over award terms, which could allow sizeable grants tied to discretion; investors may weigh the absence of additional shares favorably against the potential for dilution from the existing reserve. Given the Company’s rapid asset growth and the Compensation Committee’s use of RSUs and performance metrics in 2025, management views the Plan as necessary to continue competitive long‑term incentives and retention, while stockholders should evaluate the magnitude and structure of future awards under robust disclosure and governance review.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PAULSON CO. INC. | 21.7% | 7,743,282 | $421M |
| 2 | BlackRock, Inc. | 7.8% | 2,796,784 | $152M |
| 3 | JENNISON ASSOCIATES LLC | 4.3% | 1,538,734 | $84M |
| 4 | Empyrean Capital Partners, LP | 3.7% | 1,308,190 | $71M |
| 5 | STATE STREET CORP | 3.4% | 1,209,440 | $66M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 1,158,887 | $63M |
| 7 | BlackRock, Inc. | 3.0% | 1,079,795 | $59M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.5% | 883,909 | $48M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.4% | 851,027 | $46M |
| 10 | Impax Asset Management Group plc | 2.3% | 823,323 | $45M |
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