Independent
Tenure on this board
5.7 yrs
9 nominees · 3 ballot items.
Three proposals: election of nine directors; a non-binding advisory vote to approve named executive officer compensation (say-on-pay); and ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Election of nine directors to serve until the 2027 annual meeting of stockholders.
Non-binding, advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding, advisory vote to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy, including the Compensation Discussion and Analysis, compensation tables, and narrative. Management is seeking shareholder approval to validate its pay-for-performance framework, which emphasizes a high proportion of performance-based compensation (over 88%–95% for NEOs), a mix of cash and long-duration equity, and career-vesting provisions that subject roughly half of equity awards to career vesting to strengthen long-term alignment. The Board and Compensation Committee argue the program aligns pay with the firm’s purpose to generate long-term client outcomes, encourages retention of investment talent, and mitigates short-term risk through multi-year and career vesting and clawback policies. The filing discloses recent context including a mid-year CEO succession, continued strong revenue and adjusted operating margin, increased AUM, but elevated net client outflows in certain strategies — factors the Compensation Committee considered when exercising negative discretion from pre-established maximum award levels. The Board highlights engagement with major shareholders (representing ~52% of outstanding shares) and a prior say-on-pay result (~97% support in 2025) to support continuity of the program, while noting the vote is advisory and will be considered in future compensation decisions. Opponents might point to significant absolute payouts and the subjectivity inherent in discretionary adjustments, but management emphasizes governance features (independent Compensation Committee, independent consultant, equity ownership guidelines, clawback policy, and hedging/pledging prohibitions) to mitigate agency risk. Given these elements, the Board recommends a FOR vote to reaffirm alignment between NEO pay and long-term shareholder value creation, while retaining discretion to modify program design in response to shareholder feedback and changing company performance.
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.12% | 7,185,180 | $261M |
| 2 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 6.40% | 4,542,995 | $165M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.82% | 4,130,599 | $150M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.27% | 3,031,631 | $110M |
| 5 | STATE STREET CORP | 4.00% | 2,842,095 | $103M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.59% | 2,549,402 | $93M |
| 7 | BlackRock, Inc. | 2.89% | 2,050,150 | $75M |
| 8 | Channing Capital Management, LLC | 2.69% | 1,909,869 | $70M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.58% | 1,834,924 | $67M |
| 10 | WASATCH ADVISORS LP | 2.21% | 1,571,535 | $57M |
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