Not independent
Tenure on this board
1.2 yrs
3 nominees · 3 ballot items.
Three proposals: election of three Class II directors (Celine Boyer‑Chammard, Mary Jackson, and Alan H. Rappaport) for three‑year terms expiring in 2029; ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026; and a non‑binding advisory (say‑on‑pay) vote to approve the 2025 compensation of the company’s named executive officers.
Election of three Class II directors (Celine Boyer‑Chammard, Mary Jackson, and Alan H. Rappaport) to serve three‑year terms expiring at the 2029 annual meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non‑binding advisory vote (say‑on‑pay) to approve the compensation of the Company’s named executive officers for fiscal year 2025 as disclosed in the proxy statement (Compensation Discussion and Analysis, summary tables, and related narrative).
This proposal is a non‑binding advisory (‘‘say‑on‑pay’’) resolution asking shareholders to approve the Company’s disclosed 2025 named executive officer (NEO) compensation as set forth in the Compensation Discussion and Analysis and related tables. Management is seeking shareholder approval to endorse its 2025 pay decisions, which the Compensation Committee determined after a structured process that evaluated investment, financial and strategic performance, competitive market data, and internal retention considerations. The Company’s 2025 results were unusually strong—driven by closing the Amundi US transaction, substantially increased AUM, record revenues and adjusted EBITDA, and substantial expense synergy realization—which the board cites as primary context for elevated incentive awards in 2025. The Compensation Committee emphasizes that a majority of NEO pay is variable and equity‑based, with multi‑year vesting designed to align executives’ interests with long‑term shareholder value; the CD&A details target allocations between cash and restricted equity and the rigorous judgment‑based process used to set awards. Because the vote is advisory, it does not bind the Board, but the Board and Compensation Committee commit to reviewing the voting outcome and considering shareholder feedback when setting future compensation. The company also discloses governance safeguards—an independent compensation consultant, clawback policy, stock ownership guidelines, anti‑hedging/pledging rules, and annual risk assessment—to mitigate governance and risk concerns. Given the significant strategic transaction with Amundi and the consequent business transformation in 2025, the board frames the compensation outcome as reflecting both one‑time integration work and ongoing performance metrics; critics may view certain awards as elevated due to transaction‑driven results, which could raise governance scrutiny. The board recommends a FOR vote on the basis that the compensation program is designed to align pay with performance and long‑term value creation while preserving retention and succession needs in a competitive asset‑management labor market.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.01% | 5,010,044 | $328M |
| 2 | Crestview Partners II GP, L.P. | 6.55% | 4,095,423 | $268M |
| 3 | Van Berkom Associates Inc. | 4.97% | 3,109,716 | $204M |
| 4 | Amundi | 4.89% | 3,054,924 | $200M |
| 5 | BAHL GAYNOR INC | 4.32% | 2,704,231 | $177M |
| 6 | Capital World Investors | 3.87% | 2,417,664 | $158M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.59% | 2,244,525 | $147M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.18% | 1,987,549 | $130M |
| 9 | STATE STREET CORP | 2.95% | 1,844,403 | $121M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.59% | 1,620,281 | $106M |
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