Not independent
Tenure on this board
19.7 yrs
7 nominees · 3 ballot items.
Elect seven directors for one-year terms; ratify Ernst & Young LLP as independent auditors for fiscal 2027; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay).
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.
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.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.49% | 7,828,172 | $324M |
| 2 | MILLENNIUM MANAGEMENT LLC | 4.66% | 5,619,498 | $232M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.18% | 5,046,014 | $209M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.87% | 4,674,073 | $193M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.94% | 3,550,308 | $147M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 2.92% | 3,526,032 | $146M |
| 7 | STATE STREET CORP | 2.58% | 3,117,991 | $129M |
| 8 | BlackRock, Inc. | 2.10% | 2,535,471 | $105M |
| 9 | Capital World Investors | 2.09% | 2,524,018 | $104M |
| 10 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 1.60% | 1,930,015 | $80M |
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