Independent
Tenure on this board
2.1 yrs
3 nominees · 4 ballot items.
Election of three directors; advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); advisory (non-binding) vote on frequency of future say-on-pay votes; and ratification of KPMG LLP as independent registered public accounting firm for 2026.
Elect three Class II directors (Tracey Benford, David M. McCoy, and Robert B. Stewart, Jr.) to three-year terms expiring in 2029.
Advisory, non-binding vote to approve the compensation of the Company’s named executive officers for 2025 as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation of Ridgepost Capital’s named executive officers for 2025 as disclosed in the proxy statement. Management is seeking a stockholder endorsement of its pay programs to validate the Compensation Committee’s approach, which emphasizes pay-for-performance through a mix of base salary, annual cash bonuses (with RSU election option), RSUs, stock options historically, and carried interest awards that align executives with long-term stockholder returns. The Compensation Discussion and Analysis explains that bonuses and long-term awards were determined based on company performance measures such as fee-related earnings, fee-paying assets under management, fee-related revenue and adjusted net income per share, and discretionary assessments of individual contributions. Management frames the program as competitive in recruiting and retaining talent across private asset management markets and as structured to align management and stockholder interests via equity and carried interest. The Board’s stated recommendation is FOR, citing that the policies and procedures are effective and have contributed to the Company’s success; this suggests the Board views the program as appropriately balanced between short- and long-term incentives. Because the vote is advisory, it will not bind the Board, but the Board and Compensation Committee state they will consider the outcome in future decisions. Key considerations for an analyst evaluating the proposal include the extent to which realized CEO/NEO pay is closely tied to disclosed performance metrics (pay-versus-performance tables are provided), the material use of carried interest (with uncertain timing of realization), potential change-in-control and severance protections that accelerate vesting, and the Company’s controlled-company governance context which may affect responsiveness to dissenting votes. Given the substantial equity- and carried-interest-linked compensation and the Board’s commitment to consider stockholder feedback, an affirmative advisory vote would signal alignment; a significant negative vote would likely trigger further engagement or adjustments by the Compensation Committee.
Advisory, non-binding vote to select whether future say-on-pay votes should occur every one, two, or three years (or abstain); Board recommends 1 YEAR.
This advisory frequency proposal asks stockholders to indicate whether say-on-pay votes should be held every one, two, or three years. Management recommends an annual (1 YEAR) frequency, arguing that yearly votes provide the most timely and actionable feedback for the Compensation Committee and Board to assess and adjust pay practices in line with company performance and market conditions. The Company’s stated policy already is to hold annual advisory votes, and the Board indicates it will generally follow the option receiving the most votes, although the vote is non-binding. For analysts, the key considerations include the company’s fast-evolving compensation design (mix of RSUs, carried interest, and bonuses) which may warrant more frequent investor input, the controlled-company governance context that concentrates voting power with certain holders (Class B shares and designated directors), and the potential for annual votes to increase transparency and engagement. A choice of longer frequencies could reduce administrative burden and allow multi-year performance assessments but would limit immediate stockholder influence. Given the Company’s recent changes to compensation mix and active use of discretionary judgments, the Board’s preference for annual votes is consistent with preserving regular stockholder oversight and responsiveness.
Ratify the appointment of KPMG LLP as Ridgepost Capital’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 3.46% | 3,790,553 | $28M |
| 2 | FMR LLC | 3.31% | 3,619,054 | $26M |
| 3 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 3.29% | 3,598,384 | $26M |
| 4 | River Road Asset Management, LLC | 3.09% | 3,387,144 | $25M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.54% | 2,775,625 | $20M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.50% | 2,733,918 | $20M |
| 7 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.39% | 2,621,159 | $19M |
| 8 | JPMORGAN CHASE CO | 2.05% | 2,243,835 | $16M |
| 9 | BlackRock, Inc. | 1.85% | 2,025,444 | $15M |
| 10 | STATE STREET CORP | 1.52% | 1,664,960 | $12M |
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