Stepstone Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven director nominees (Monte M. Brem, Valerie G. Brown, Scott W. Hart, David F. Hoffmeister, Thomas Keck, Steven R. Mitchell, and Anne L. Raymond) each to serve a one-year term until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

3. 3

   Non-Binding Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers for fiscal year ended March 31, 2026, as disclosed in the proxy statement.

   More detail

   This management proposal requests a non-binding, advisory endorsement of the Company’s executive pay disclosures for fiscal 2026 (commonly called a ‘Say-on-Pay’). Management frames the program as rooted in a performance-based compensation culture that emphasizes equity ownership, RSUs, carried interest and incentive fees to align executives’ long-term interests with stockholders and clients. The Compensation Committee used market data and benchmarking in setting pay, and management highlights that approximately 96.7% of votes supported the prior year’s say-on-pay, which it cites as validation of the approach. A vote in favor signals stockholder support for the mix of base salary, cash bonuses, multi-year RSU vesting, Evergreen Fund Units and carried interest arrangements that compose total compensation. Management acknowledges the vote is advisory only but will consider the outcome in future compensation decisions and retains a policy of annual say-on-pay votes. Key governance context includes the company’s recent transition away from controlled-company status and the board’s move to a majority-independent composition, which the Compensation Committee says supports independent oversight of executive pay. Potential investor concerns include high absolute pay levels for certain NEOs, significant carried interest and incentive fee payments that can be variable and realized over long horizons, and the existence of change-in-control and acceleration provisions for certain awards; management’s proxy disclosures attempt to address these through disclosure of pay-for-performance metrics, clawback policy, and multi-year vesting to promote retention and alignment. The proposal does not change compensation arrangements directly but provides shareholders an opportunity to express approval or concern; a negative vote would likely prompt more active engagement by the board and Compensation Committee and could lead to modifications in program design or disclosure. Overall, the vote tests investor acceptance of a compensation structure heavily weighted to long-term, performance-linked equity and fund-based economics in the context of the Company’s evolving governance post-Sunset.

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When is the Stepstone Group Inc 2026 annual meeting?

Stepstone Group Inc (STEP) holds its 2026 annual shareholder meeting on Tuesday, September 8, 2026.

What is the record date for the Stepstone Group Inc 2026 meeting?

The record date for the Stepstone Group Inc 2026 meeting is Tuesday, July 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Stepstone Group Inc's 2026 meeting?

The board is presenting 7 director nominees at the Stepstone Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Stepstone Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Stepstone Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.