DEF 14A of Sei Investments Co
Filed Apr 14, 2025 · FY20240000350894-25-000060
Nominees for election at our 2025
Nominees for election at our 2025
Annual Meeting of Shareholders with
| | Jonathan A. Brassington | | | Partner, NewSpring Capital / Age: 50 / Director since: April 2022 Since March 2024, Mr. Brassington is a Partner at NewSpring Capital, where he focuses on investing growth capital in software and technology-enabled business. From 2020 until May 2023, Mr. Brassington led Capgemini’s Digital Customer Experience (DCX) business in North America, focusing on DCX transformation for Global 1000 clients. From March 2018 until December 2019, he led Capgemini Invent in North America, the management consulting division of Capgemini, Inc. Prior to Capgemini, Mr. Brassington was the CEO, Partner, and Co-founder of LiquidHub, a digital transformation company focused on re-imagining customer engagement. Mr. Brassington is a member of the Board of Advisors at the University of Pennsylvania’s School of Engineering and Applied Science. He also serves on the Board and Executive Committee of Philadelphia Alliance for Capital and Technology. Qualifications Mr. Brassington has deep expertise in the use of digital technologies to transform the wealth management sector gained from his experience providing strategic advisory and technology transformation services to many asset and wealth management firms, including five of the seven largest global asset managers. He has also advised venture and private equity firms on new and existing fintech |
Annual Meeting of Shareholders with
| | William M. Doran | | | Consultant; Retired Partner Morgan Lewis & Bockius LLP (Law Firm) / Age: 84 Director since: March 1985 From October 1976 to October 2003, Mr. Doran was a partner in the law firm of Morgan, Lewis & Bockius LLP, Philadelphia, PA, a firm that provides significant legal services to SEI, our subsidiaries and our mutual funds. Mr. Doran is a trustee of SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Asset Allocation Trust, SEI Institutional Investments Trust, SEI Catholic Values Trust, New Covenant Funds, Adviser Managed Trust, The Advisors’ Inner Circle Fund III, Gallery Trust, Schroder Series Trust and Schroder Global Series Trust, each of which is an investment company for which our subsidiaries act as advisor, administrator and/or distributor. Mr. Doran is also a director of SEI Investments Distribution Co., SEI Investments (Asia) Limited, SEI Investments (Europe) Ltd., SEI Global Nominee Ltd., SEI Investments Global Fund Services Limited, SEI Investments Global, Limited, and SEI Alpha Strategy Portfolios, L.P. Qualifications Mr. Doran’s legal training and experience, his relationship with the Company as outside legal counsel for many years, and his long-standing involvement with our Company and many of its regulated subsidiaries are valuable to his service on the Board and as Chair of the Legal and Regulatory Oversight Committee. |
Annual Meeting of Shareholders with
| | Alfred P. West, Jr. | | | Executive Chairman, SEI / Age: 82 / Director since: 1968 Qualifications Mr. West has been the Executive Chairman of our Board since June 2022. Prior to June 2022, Mr. West served as our Chief Executive Officer since our inception in 1968. Mr. West is our founder. He has provided the strategic vision in the development of our business and solutions since our inception and his familiarity with our customers and employees gives Mr. West insights and experience valuable to his service on the Board. |
Directors continuing in office with terms
Directors continuing in office with terms expiring in 2026:
Directors continuing in office with terms
| | Ryan P. Hicke | | | Chief Executive Officer, SEI / Age: 47 / Director since: June 2022 Mr. Hicke is our Chief Executive Officer, responsible for the global business strategy and execution for the Company across our three pillars of expertise: investments, operations, and technology. Mr. Hicke’s 27-year career at SEI includes 11 years in asset management and 13 years in technology across various parts of our business, with his tenure evenly split between U.S. and global experience. Prior to being named CEO, he was our Chief Information Officer overseeing the information technology strategy and investment operations for the Company. Mr. Hicke also previously served as head of our Technology Unit, as well as a Managing Director in our U.K. wealth management business. Mr. Hicke holds a degree in Finance from Saint Joseph’s University. Qualifications Mr. Hicke’s history and experience across the Company expose him to the needs and challenges of our clients on a daily basis, while sitting on our Executive team for many years has given him insight into strategically managing and running the |
Directors continuing in office with terms
| | Kathryn M. McCarthy | | | Independent Consultant and Financial Advisor / Age: 76 Director since: October 1998 Ms. McCarthy is an independent consultant and financial advisor to global families and family offices. She is a director and Chairs the Audit Committee of the Rockefeller Trust Company, NA. She serves on several family office boards as well as investment committees and private trust company boards. From February 2000 to May 2003, Ms. McCarthy was a Managing Director at Rockefeller & Co., Inc. Ms. McCarthy was the President of Marujupu, LLC (a New York-based family office) from November 1996 to June 1999 and subsequently an advisor to Marujupu, LLC on investment and wealth transfer matters. From June 1992 to October 1996, Ms. McCarthy was a Senior Financial Counselor and portfolio manager with Rockefeller & Co., Inc., a family office and investment manager. Qualifications Ms. McCarthy’s experience as a consultant and financial advisor to investors, family offices and her wealth management experience has given her insight into the various issues faced by the investment and wealth management business of SEI and its clients. Ms. McCarthy serves as Lead Independent Director of the Board. |
Directors continuing in office with terms
17 2025 Proxy Statement
Directors continuing in office with terms
Directors continuing in office with terms expiring in 2027:
Directors continuing in office with terms
| | Carl A. Guarino | | | Former Chief Executive Officer, WizeHive, Inc. / Age: 67 Director since: September 2014 Mr. Guarino was the Chief Executive Officer of WizeHive, Inc., a SaaS company that provides a platform for managing grants, scholarships, and employee giving solutions, from June 2017 until WizeHive was acquired in late 2024. Mr. Guarino was Chief Executive Officer of Procurian Inc. (a provider of procurement outsourcing services to Fortune 1000 firms) from August 2006 until January 2014, shortly after the acquisition of Procurian by a subsidiary of Accenture PLC. Prior to March 2006, Mr. Guarino was Executive Vice President, Investment Advisors, of the Company. Qualifications Mr. Guarino has great familiarity with the Company and its market units, particularly the investment advisor segment, and his experience and knowledge of the information technology industry provide the Board with a valuable perspective on the Company’s business activities. |
Directors continuing in office with terms
| | Stephanie D. Miller | | | Former Chief Executive Officer, Hazeltree / Age: 56 Director since: October 2023 Ms. Miller was the Chief Executive Officer at Hazeltree, a leading provider of treasury and liquidity management solutions for the asset management industry, from October 24, 2023 to December 4, 2024. She previously served as Chief Administrative Officer at Gilded, a Miami-based gold trading fintech. Prior to Gilded, she was the Chief Executive Officer at Intertrust Group, a public Dutch Euronext company, where she led the digital transformation of the client experience and development of a robust organic and inorganic growth strategy. Miller also held executive roles at SS&C Technologies, JP Morgan, and Citco Fund Services. Qualifications With more than 25 years’ experience across financial services, she has a combination of experience in traditional financial markets, digital assets, and emerging markets. |
Directors continuing in office with terms
18 2025 Proxy Statement
Directors continuing in office with terms
| | Carmen V. Romeo | | | Private Investor / Age: 81 / Director since: June 1979 From December 1985 to December 2004, Mr. Romeo served as an Executive Vice President of the Company. Mr. Romeo was our Treasurer and Chief Financial Officer from June 1979 until September 1996. Mr. Romeo officially retired from the Company effective December 31, 2004. Mr. Romeo was a certified public accountant with Arthur Andersen & Co. prior to 1979. Qualifications In addition to his familiarity with public company accounting and financial management issues, Mr. Romeo has great familiarity with the Company, and particular knowledge of the Company’s business and related technology and asset management solutions, from his previous role with the Company as the person having managerial responsibility for the Company’s Investment Advisors business. |
Directors continuing in office with terms
| Committee memberships | | | | | | | Name | Term | Audit | Compensation | Nominating and Governance | Legal and Regulatory | | Jonathan A. Brassington (1) | Nominee, expiring 2028 | Member | Member | Member | | | William M. Doran | Nominee, expiring 2028 | | | | Chair | | Alfred P. West, Jr. | Nominee, expiring 2028 | | | | | | Ryan P. Hicke | Expiring 2026 | | | | | | Kathryn M. McCarthy (1) (2) | Expiring 2026 | Member | Member | Member | | | Carl A. Guarino (1) | Expiring 2027 | Member | Chair | Chair | | | Stephanie D. Miller (1) | Expiring 2027 | Member | | | Member | | Carmen V. Romeo (1) | Expiring 2027 | Chair | | Member | Member | | (1) Independent Director (2) Lead Independent Director | | | | | |
Directors continuing in office with terms
19 2025 Proxy Statement
Engagement with shareholders
Engagement with shareholders Our Board considers the feedback of our shareholders as critical to our long-term success and values the input provided when making decisions for our company. Our discussions with shareholders often relate to our executive compensation program and governance matters. During 2024, we performed an active shareholder outreach program, engaging investors to understand the issues that are important to them so that management and the Board can use that knowledge to inform our decision making and help shape our corporate practices. During 2024, we engaged with shareholders via one-on-one meetings, investor conferences, earnings calls, investor and analyst calls, on-site investor meetings, and investor roadshows. Our shareholder engagement team included our CEO, CFO, the heads of our business segments and our Head of Investor Relations. This engagement, together with our commitment to robust corporate governance and investor transparency, resulted in the adoption of an Executive Severance and Change of Control Plan that established a consistent and quantifiable approach to executive severance that we believe is consistent with corporate governance best practices. We further increased transparency into our sales events through a quarterly disclosure of our net recurring sales events, non-recurring sales events, and total sales events, for each business segment.
our Board
our Board Shareholders may send communications to our Board in writing, addressed to the full Board, individual directors, or a specific committee of our Board, in care of our Secretary, to our principal offices (1 Freedom Valley Drive, Oaks, PA 19456-1100). Our Board relies on our Secretary to forward written questions or comments to the full Board, named directors, or specific committees of our Board, as appropriate. General comments or inquiries from shareholders are forwarded to the appropriate individual internally. The Board’s current policy with respect to Board Nominees and Shareholder Communications may be viewed on our website at seic.com under “Investor Relations > Leadership > Governance documents.”
Overview
Overview Our compensation philosophy (which is intended to apply to all members of management, including our Executive Chairman and our Principal Executive Officer (“PEO”) who is our Chief Executive Officer), as implemented by the Compensation Committee of our Board (the “Committee”), is to provide a compensation program that provides competitive levels of compensation and that emphasizes incentive compensation plans and equity plans that are designed to align management incentives and behavior with attaining our annual goals and longer-term objectives. We believe that this approach enables us to attract, retain and reward highly qualified personnel and helps us achieve our tactical and strategic goals. The Committee seeks to develop a compensation program that, overall, the Committee believes is competitive with compensation paid to employees with comparable qualifications, experience and responsibilities at companies of comparable size engaged in the same or similar businesses as us. The Committee does not explicitly pay any position at a specific level or mix with reference to any particular group. The compensation program for almost all of our non-sales full-time employees (in addition to benefits afforded to all employees, such as health care insurance and stock purchase and defined contribution plans) consists of: •base salary; and •incentive compensation awards pursuant to a corporate incentive compensation plan. Equity compensation for selected, higher-level employees is provided by annual grants of stock options and restricted stock units (“RSUs”). The Committee has sought to keep base salaries at a relatively modest portion of total compensation for higher compensated employees, so that the overall compensation program is more heavily weighted toward incentive compensation in the form of annual cash bonuses and sales commissions, and for selected high-performing employees: •stock option grants that have performance vesting requirements based on attainment of adjusted pre-tax earnings per share (“EPS”) targets as well as minimum time vesting periods; and RSU grants that “cliff vest” after three years, provided that the grantee is an employee in good standing on the vesting date. 26 2025 Proxy Statement The Committee has sought to include a number of features in the compensation program that are designed to align the interests of management with the interests of shareholders. These features include: •a mixture of elements that we believe will enable us to recruit and retain talented employees; •orientating the cash compensation program elements toward incentive compensation for those employees who are in roles that we believe are critical to our long-term growth prospects; •the use of EPS targets as vesting requirements for stock option grants in order to incent a growth mindset in our employees; •time vesting for our RSU grants in order to create a longer-term view of the value of a tenured career; •our Stock Ownership Policy (requiring minimum PEO 2024 Compensation PEO 2024 Compensation threshold shareholdings by our senior executive officers); Average NEO 2024 Compensation •our Executive Severance and Change of Control Average NEO 2024 Compensation Plan for our senior executive officers; •our Compensation Recoupment Policy (which provides for claw-back of performance-based compensation in certain instances); and •our Insider Trading Policy (which prohibits short sales, transactions in derivatives of our stock, and hedging transactions). Consistent with our pay for performance philosophy, during 2024 approximately 90% of our current PEO’s pay and approximately 87% of the compensation of our other named executive officers (“NEOs”) was paid in the form of variable performance-based compensation, such as incentive compensation or stock options and RSUs (see “Summary Compensation Table”). 27 2025 Proxy Statement Since 2012, the Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy” or “Consultant”) as its executive compensation consultant when structuring compensation plans or engaging in comparative compensation analyses. The Committee continued its annual engagement activities with the Consultant during 2024 and retained the Consultant on an advisory capacity with respect to industry trends (See “Compensation Consultant” below.) When evaluating the compensation practices at “peer group” companies for comparative purposes, the Committee used the same cohort of companies as was used as reference points in the Compensation Analysis Project described in the Proxy Statement we filed with the Securities and Exchange Commission in connection with our 2023 Annual Meeting of Shareholders. Due to the recency of this project, the Committee did not believe that it was necessary to re-evaluate the composition of the “peer group.” At our 2024 Annual Shareholders’ Meeting, our shareholders expressed support for the compensation of our named executive officers disclosed in our 2024 Proxy Statement, with 61.8% of the votes cast voting in favor of the “Say-on- Pay” proposal. In light of the vote in favor of our “Say-on-Pay” being at a lower percentage than in prior years, during 2024 our General Counsel and Chief Financial Officer met with proxy solicitation firms as well as a number of our shareholders to better understand the perspective of the constituencies for the voting recommendations and voting choices on our 2024 Say-on-Pay advisory resolution. One of the items of concern that was expressed during these meetings was the amount of severance paid to a long-standing Executive Vice President who retired during 2023. The feedback received during these meetings was a factor in the Committee’s decision to adopt our Executive Severance and Change of Control Plan for senior executives that is discussed in greater detail below in the “2024 Committee actions and awards” section. When setting compensation, and in determining our compensation policies and practices, the Committee took into account the results of the 2024 “Say-on-Pay” advisory resolution to approve such executive compensation as demonstrating support of our compensation programs. The Committee has also reviewed our compensation policies as generally applicable to all of our employees and believes that our policies, taking into account the mitigation policies and arrangements in place, do not encourage excessive or unnecessary risk-taking and that any level of risk they do encourage is not reasonably likely to have a material adverse effect on us.
Incentive compensation
Incentive compensation Incentive compensation consists of two components: annual bonuses and sales commissions. Sales commissions are based on sales events and are measured on the basis of asset accumulation, asset retention, or anticipated revenue from contracted sales, generally taking into account related factors, such as expected profit margins. Executive officers participate only in the annual bonus program and do not participate in sales commission plans. Annual bonuses are determined through a process overseen by the Board and the Committee. Each individual who participates in the plan is assigned a target compensation award which may change from year to year, but generally is the same as that individual’s prior year target amount. In the case of executive officers, the target amount is generally between 120% and 235% of the officer’s base salary, reflecting the determination of the Committee to emphasize performance-based incentive compensation over fixed compensation. The Committee’s process for allocating incentive compensation as follows: •determining the aggregate amount of all individual target compensation awards for that year as input into establishing an overall incentive pool that may be paid out if an EPS target is achieved; and •early in the year in question, identifying: •key business metrics, the Company’s sales and a range of EPS (the “Quantitative Performance Metrics”); and 28 2025 Proxy Statement •indices of success against executing on management-defined strategic and tactical objectives for the Company as a whole and individual market and business units (the “Qualitative Performance Metrics”), in each case, for the year that may be considered in determining what percentage of that overall pool will be paid in the particular year; •near the end of the particular year, based on the Quantitative and Qualitative Performance Metrics (together, the “Performance Metrics”), the Committee establishes the overall maximum incentive compensation pool for that year; •the Committee then apportions the resulting overall actual incentive compensation pool among the market and business units based on the Committee’s subjective assessment of the degree to which each unit contributed to our overall success in each of the Performance Metrics for that year; and •the management teams of each of our market and business units takes the aggregate amount of incentive compensation allocated to the unit by the Committee and awards individual bonuses to employees within those units based upon such management’s assessment of each individual’s contribution to the achievements of those units, as well as each individual’s personal achievements. The Committee’s assessment is performed for two different pools: •each of our executive officers individually; and •all employees other than executive officers, as a group. When the Committee evaluates business units and executive officers for the purpose of making compensation decisions, it meets with our PEO and reviews a number of factors including: •our PEO’s evaluation of the units and each of the individual executive officers; •the Performance Metrics established at the beginning of each year to provide a basis for assessment of performance for these units and those executive officers who are primarily responsible for the performance of such units; •performance against the prior year’s actual Performance Metrics and other annual goals that are considered within the overall business environment of that year; •achievement of strategic and operating results; and •in the case of the individual executive officers: •their success in their management responsibilities generally; •achievement of strategic and tactical goals of the market or business unit for which they are responsible; •achievement of any personal strategic or tactical goals that may have been established for the individual employee; and •the degree to which the individual employee supported or contributed to, our overall corporate success. When the Committee makes decisions regarding equity or non-equity incentive compensation, it exercises independent business judgment. There is no specific formula the Committee applies when considering the factors that the Committee believes are important to the assessment of any of our market or business units’ performance or that of any individual executive officer or our PEO, nor does the Committee attach any specific weighting or priority to the factors it considers. Consequently, there is no direct correlation between any particular performance measure and the resulting equity or non-equity incentive compensation awards. The Committee believes that compensation decisions should not be formulaic, rigid or focused on the short-term.
Equity grants
Equity grants Our annual equity grants consist of stock options and RSUs. The Committee believes these grants are an important means of aligning the interests of management and employees with the interests of our shareholders. All of our outstanding stock options have performance-based vesting provisions: •those year-end stock options granted in December 2024 vest on the later of (a) the second anniversary of the date of the grant, and (b) the date on which the Company achieves adjusted earnings per share (calculated as the quotient of (x) the Company’s calendar year income before income taxes (as set forth in the Company’s Form 10-K as filed with the Securities and Exchange Commission in the relevant year) adjusted to not include any reduction for ASC 718 Accounting for Share-Based Compensation 29 2025 Proxy Statement related to stock options only, divided by (y) the Company’s diluted shares then outstanding) that is equal to or greater than an amount that is 25% or more than the Company’s adjusted earnings per share (calculated in the same manner as in the previous clause (x)) as of the end of the year in which the grant was made; and •those stock options granted prior to 2024 vest at a rate of 50 percent when a specified pre-tax earnings-per-share target is achieved, and the remaining 50 percent when a second, higher specified pre-tax earnings-per-share target is achieved. Prior to 2017, there was no minimum time-based factor in the vesting of our stock options. Beginning in 2017, the Committee changed the vesting thresholds from an earnings per share target to a pre-tax earnings per share target, and it also implemented minimum time periods for vesting. In 2022, the Committee introduced RSUs as an element of annual equity compensation awards. Our annual RSU awards generally “cliff vest” on the third anniversary of the date of the grant. Other than in the case of executive officers, the annual grants of options and RSUs to employees is standardized across the Company and based upon a tier system with the mix of the options and RSUs in favor of options in the higher tiers. Annual equity awards are generally determined by the Committee in December of each year. Our PEO reviews with the Committee the grants for each executive officer, other than himself, as well as the grants for the other employees. The Committee then deliberates and establishes the specific option grants and finally submits these option grant amounts to the entire Board for ratification. We have no practice or policy of coordinating or timing the release of the Company information around the grant dates of options or other equity awards, and we have not timed the disclosure of material non-public information for the purposes of affecting the value of executive compensation. On occasion, we grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. These “off cycle” awards are granted only on a limited basis.
Industry benchmarking
Industry benchmarking In its deliberations regarding compensation, the Committee considered the annual analysis of fintech and asset management industry compensation trends undertaken for the Committee by the Consultant.
Review of compensation practices
Review of compensation practices In January 2024, the Committee began a review of compensation practices and the elements of our equity compensation program. The Committee worked with our Compensation Consultant throughout this process. Additionally, the Committee considered the feedback management had received from proxy solicitation firms and our shareholders. In particular, the Committee felt that it was important to standardize the Company’s approach to severance agreements with senior executives as well as create stock option vesting hurdles consistent with industry benchmarks and that would be valued by employees. As a consequence, the Committee recommended to our Board, and the Board approved: •our Executive Severance and Change of Control program that standardizes the amount of severance to be paid and the equity award vesting program for senior executives in various circumstances; and •changes to the standard vesting requirements for stock options granted to employees such that they vest on the later of (a) December 12, 2026, and (b) the date on which the Company achieves adjusted earnings per share (calculated as the quotient of (x) the Company’s calendar year income before income taxes (as set forth in the Company’s Form 10-K as filed with the Securities and Exchange Commission in the relevant year) adjusted to not include any reduction for ASC 718 Accounting for Share-Based Compensation related to stock options only, divided by (y) the Company’s diluted shares then outstanding) that is equal to or greater than an amount that is 25% or more than the Company’s adjusted earnings per share as of December 31, 2024 (calculated as the quotient of (x) the Company’s 2024 income before income taxes (as set forth in the Company’s Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission) adjusted to not 30 2025 Proxy Statement include any reduction for ASC 718 Accounting for Share-Based Compensation related to stock options only, divided by (y) the Company’s diluted shares outstanding as of December 31, 2024).
Award of 2024 incentive compensation
Award of 2024 incentive compensation For 2024, the Board and the Committee chose to fix the maximum aggregate amount for the non- equity incentive compensation award pool (the “Maximum Bonus Pool”) for each of our business units and corporate services functions as a percentage of total target non-equity incentive compensation for those employees in such business units and corporate services functions. Upon the recommendation of executive management, the Committee determined that a single percentage of 115% would apply to all of our business units and corporate services functions with the managers of such units being able to allocate these pools among the individual employees reporting to them as they believed was appropriate. In total, the aggregate non-equity incentive awards paid to employees other than our executive officers was 115% of the total amount of 2024 target incentive compensation amounts. Executive management made the recommendation of a standard 115% across the Company units for the following reasons: •the record financial performance achieved by the Company in 2024; •to emphasize the enterprise mindset being adopted by the Company; and •to reward and further incentive the cross- collaboration and multi-unit projects that had enabled the Company’s financial performance. For all executive officers eligible for incentive compensation as of December 2024, the Committee determined that the non-equity incentive compensation awards made to all executive officers by the Committee was, individually and in the aggregate, 110% of their respective 2024 incentive compensation target amounts. The aggregate amount of non-equity incentive compensation awarded to our executive officers was approximately 129% of the aggregate non-equity incentive compensation awards made to our executive officers in 2023. The Committee made these decisions at its December 2024 meeting where it considered and discussed, among other things: •our PEO’s views on the 2024 performance of the senior executives (other than himself) and their market or business units, as well as his recommendations for non-equity incentive compensation awards and stock option grants for the senior executives and their units; •the unanimous recommendation of the PEO and the executive management team as a whole that their respective incentive compensation payout percentages should be the same (other than in the cases of Messrs. Denham and Lane, who had agreed to the amounts of their respective 2024 incentive compensation payment at the time of their hiring) and less than that received by the employees generally in order to defray the cost of the general 115% incentive compensation percentage and to acknowledge the efforts of Company employees generally in adopting the enterprise mindset advocated for by executive management; •the Performance Metrics; •the Company’s incentive compensation philosophy as described in the Proxy Statement for the 2024 Annual Meeting of Shareholders; •input from the Consultant on general industry trends in incentive compensation for fintech companies and asset management companies; •the business metrics disclosed in the “Pay Versus Performance” section of this Proxy Statement; •the projected annual gross sales events and revenue of the Company’s business units; •the $4.41 diluted earnings per share of the Company; •the growth initiatives launched during the year; •the degree to which the responsibilities of the particular executive officers had changed, if at all; •our long-term strategic objectives for our executive officers and their respective business units; •the desire of the Committee to align incentive compensation awards to long-term shareholder value creation; •the approximately $632.8 million returned to our shareholders via dividends and stock repurchases; •our progress towards achieving overall long-term strategic goals; 31 2025 Proxy Statement •each executive officer’s market or business unit’s: •performance against its sales goals; •contributions to corporate earnings; •revenues and profit margins; and •success in meeting various strategic and tactical goals of the unit; and •the individual performance and achievements of each of the executive officers. The Committee also independently reviewed the performance of the PEO with primary consideration to our overall performance, as well as his individual performance on strategic and non- financial achievements and discussed and approved his annual non-equity incentive compensation award. With respect to our named executive officers in the Summary Compensation Table, the annual non- equity incentive compensation award targets for 2024 were $2,000,000 for Mr. Hicke, $1,700,000 for Mr. Denham, who joined on March 18, 2024, and became our Chief Financial Officer on April 30, 2024, $1,500,000 for Mr. Lane, who joined as our Head of Asset Management on September 16, 2024, $1,000,000 for Mr. McCabe, and $1,000,000 for Mr. Peterson. The amounts ultimately awarded were $2,200,000 for Mr. Hicke, $1,480,417 for Mr. Denham, $600,000 for Mr. Lane, $1,100,000 for Mr. McCabe, and $1,100,000 for Mr. Peterson. In 2024, Mr. McGonigle entered into a previously disclosed Separation and General Release of Claims Agreement on February 28, 2024. Per the terms of the Agreement, Mr. McGonigle stepped down from his role as our Chief Financial Officer on April 30, 2024, and transitioned from an employee to a consultant to the Company on May 1, 2024. In the case of Mr. Hicke’s incentive compensation awards, the Committee considered Mr. Hicke’s: •request to the Committee to be paid at the same incentive compensation rate as the other members of the executive management team, should the Committee, in its judgment, believe that Mr. Hicke’s performance merited such a payment; •execution against his strategic plan for our growth; •management of the executive management team reporting into Mr. Hicke; •furtherance of our values and culture, with an emphasis on growth, mobility and talent; and •continued work reorganizing our structure and the roles and responsibilities of our senior executives to better align with our strategic initiatives. In the case of Mr. Denham, the Committee considered the contractual requirement to pay Mr. Denham at a minimum rate of 100% of his 2024 incentive compensation target amount, on a pro- rated basis, per the terms of his previously disclosed employment agreement and the request of the members of the executive management team to be paid at the same rate of incentive compensation but less than that percentage that would apply to our business units generally. Consequently, the $1,480,417 incentive compensation amount awarded to Mr. Denham was the pro-rated amount of 110% of Mr. Denham’s 2024 incentive compensation target amount. In determining Mr. Lane’s incentive compensation, the Committee considered the terms upon which Mr. Lane had agreed to accept employment with the Company, which, among other things, included a guaranteed payment of $600,000, which amount was contractually determined to be 100% of his 2024 incentive compensation target amount on a pro-rated basis should Mr. Lane commence his employment prior to October 1, 2024. In determining Mr. McCabe’s incentive compensation, the Committee considered the request of the members of the executive management team to be paid at the same rate of incentive compensation but less than that percentage that would apply to our business units generally, which the Committee determined to be 110%. In determining Mr. Peterson’s incentive compensation, the Committee considered the request of the members of the executive management team to be paid at the same rate of incentive compensation but less than that percentage that would apply to our business units
2024 equity awards
2024 equity awards Based on management feedback, the Committee determined that in 2024 that there would be four tiers of grants for non-executive employees, with individual executive officers and board members being considered on a case-by-case basis, and the participants in each of the tiers would receive options and RSUs as follows:
2024 equity awards
| Grant Type | Tier 1 | Tier 2 | Tier 3 | Tier 4 | | Options | 7,300 | 4,200 | 2,000 | 0 | | RSUs | 825 | 550 | 375 | 325 |
2024 equity awards
The Committee reaffirmed its 2022 decision to re- evaluate in connection with each annual award cycle the composition of each tier with some employees who had previously participated being removed from the program, with a particular focus on those employees in lowest tier. At its December 2024 meeting, the Committee considered the annual grant of equity awards to each of our named executive officers. The Committee reaffirmed its belief that option grants with performance-based vesting targets were a very effective way to align the interests of the executives with the interests of shareholders. Additionally, the Committee concluded that a three-year “cliff vesting” for the RSUs created an incentive for the executives to focus on growth and the long-term value of the Company. Other than in the case of Mr. Denham, whose year-end grant was contractually agreed in his previously disclosed employment agreement, in addition to the factors enumerated above in “Award of 2024 Incentive Compensation,” the Committee considered impact that it believed the role the executive holds should have on the growth prospects of the Company and Mr. Hicke’s recommendations as to a more standardized approach to granting equity awards to executive officers based on his view of the expected contributions of different groups of executive officers to our growth. In December 2024, the Committee awarded: •Mr. Hicke a year-end grant of 150,000 options and 25,000 RSUs (compared to a year-end grant to him of 100,000 options and 30,000 RSUs in December 2023); •Mr. Denham a year-end grant of 22,500 options and 15,000 RSUs, as per the terms of Mr. Denham’s previously disclosed employment agreement; •Mr. Lane a year-end grant of 36,000 options and 7,000 RSUs; •Mr. McCabe a year-end grant of 36,000 options and 7,000 RSUs (compared to year-end grant to him of 25,000 options and 4,000 RSUs in December 2023); and •Mr. Peterson a year-end grant of 36,000 options and 7,000 RSUs (compared to year-end grant to him of 25,000 options and 4,000 RSUs in December 2023). The number of options and RSUs granted at the December 2024 meeting to our named executive officers was approximately 187% and 161%, respectively, of the number granted to such officers in December 2023. In 2024, the total number of options and RSU grants the Committee approved as part of the year-end annual grant process was 1.3 million options to 259 employees and 305 thousand RSUs to 518 employees as compared to 2023 when the total number of options and RSU grants the Committee approved as part of the year-end annual grant process was 1.7 million options to 273 employees and 351 thousand RSUs to 509 employees. In addition to the year-end equity grants awarded by the Committee in December 2024, the following equity awards were granted during 2024 to our named executive officers pursuant to previously disclosed agreements reached with such named executive officers at the time of their on-boarding: •45,000 RSUs to Mr. Denham vesting ratably in three equal tranches on March 18 of 2025, 2026 and 2027; •22,500 options to purchase common stock to Mr. Denham, subject to the same vesting terms as those year-end grants made to employees in December 2023; •30,000 RSUs to Mr. Lane vesting ratably in three equal tranches on September 16 of 2025, 2026 and 2027; and •20,000 options to purchase common stock to Mr. Lane, subject to the same vesting terms as those year-end grants made to employees in December 2023. 33 2025 Proxy Statement During 2024, we repurchased in open market or private transactions 6.8 million Shares under our stock repurchase program at a total cost of approximately $512.5 million, compared to 5.2 million Shares in 2023 at a total cost of approximately $310.8 million. These share repurchase activities substantially offset the dilution which can result from grants and exercises under our equity compensation programs.
Compensation consultant
Compensation consultant The Committee has retained the firm of Semler Brossy as its independent consultant since 2012. During 2024, the Committee re-engaged Semler Brossy to provide advice with respect to: •general industry trends for executive compensation in the asset management and fintech sectors; •design of our Executive Compensation and Change of Control Plan; and •evaluating the components of our equity compensation plan, including the vesting hurdles of our equity compensation plan. Semler Brossy provides no other services to us outside of its role as independent Committee advisor. Because of the policies and procedures Semler Brossy and the Committee have in place, the Committee is confident that the advice it receives from the executive compensation consultant is objective. These policies and procedures include the following provisions: •the Committee has the sole authority to retain and terminate the executive compensation consultant; •the Consultant has direct access to the Committee without management intervention; •the Committee’s evaluation of the quality and objectivity of the services provided by the Consultant each year in connection with retaining the Consultant; and •the protocols for the engagement (described below) limit how the Consultant may interact with management. While it is necessary for the Consultant to interact with management to gather information, the Committee has adopted protocols governing if and when the Consultant’s advice and recommendations can be shared with management. These protocols are included in the 34 2025 Proxy Statement Consultant’s engagement letter. The Committee also determines the appropriate forum for receiving Consultant recommendations. Where appropriate, management invitees are present to provide context for the recommendations. This approach protects the Committee’s ability to receive objective advice from the Consultant so that the Committee may make independent decisions about our executive compensation. The Consultant reports directly to the Committee and performs no other work for the Company. The Committee has analyzed whether the work of Semler Brossy as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: •The provision of other services to us by Semler Brossy; •The amount of fees paid by us to Semler Brossy as a percentage of the firm’s total revenue; •Semler Brossy’s policies and procedures that are designed to prevent conflicts of interest; •Any business or personal relationship of Semler Brossy or the individual compensation advisors employed by the firm with any of our executive officers; •Any business or personal relationship of the individual compensation advisors with any member of the Committee; and •Any of our stock owned by Semler Brossy or the individual compensation advisors employed by the firm. The Committee has determined, based on its analysis of the above factors, that the work of Semler Brossy and the individual compensation advisors employed by Semler Brossy as our compensation consultants has not created any conflict of interest.
Potential payments on termination
Potential payments on termination We have various arrangements with our executive officers with respect to certain payments and benefits in the event the executive officer is subject to a termination. Such arrangements are described below in the Potential payments upon termination section in the Executive Compensation section of this Proxy Statement. 35 2025 Proxy Statement
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for each person who served as our principal executive officer (“PEO”) and for our Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| | Summary Compensation Table Total | | Compensation Actually Paid | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | PEO 1 Ryan P. Hicke ($) (1) | PEO 2 Alfred P. West, Jr. ($) (2) | PEO 1 Ryan P. Hicke ($) (3) | PEO 2 Alfred P. West, Jr. ($) (4) | Average Summary Compensation Table Total for non-PEO NEOs ($) (5) | Average Compensation Actually Paid to non-PEO NEOs ($) (6) | SEI TSR ($) (7) | Industry Index TSR ($) (8) | Net Income ($000s) (9) | Adjusted Pre-Tax Earnings Per Share ($) (10) | | 2024 | 8,766,030 | N/A | 13,322,190 | N/A | 3,894,017 | 4,668,599 | 134.70 | 247.25 | 581,191 | 5.98 | | 2023 | 5,934,430 | N/A | 6,142,130 | N/A | 3,050,860 | 3,080,441 | 102.46 | 181.96 | 462,258 | 4.61 | | 2022 | 6,402,465 | 2,469,653 | 6,224,840 | 2,377,978 | 3,494,008 | 3,332,318 | 92.66 | 129.82 | 475,467 | 4.48 | | 2021 | N/A | 2,367,239 | N/A | 2,475,614 | 1,991,178 | 2,162,026 | 95.47 | 180.24 | 546,593 | 5.12 | | 2020 | N/A | 2,933,734 | N/A | 2,552,384 | 2,823,425 | 2,899,647 | 88.89 | 125.65 | 447,286 | 3.99 |
Pay Versus Performance
(1)Reflects compensation amount reported in the Summary Compensation Table (“SCT”) in 2022 for Ryan P. Hicke, who was appointed Chief Executive Officer (and thus became our PEO) effective June 1, 2022. (2)Reflects compensation amounts reported in the SCT in 2022 for Alfred P. West, Jr., who served as our Chief Executive Officer (and thus as our PEO) during 2020, 2021 and for the period January 1, 2022, through May 31, 2022. (3)Compensation Actually Paid (“CAP”) for Mr. Hicke in 2024, 2023 and 2022 reflects the respective amount set forth in column (1) of this table, adjusted as set forth in the table below, as determined in accordance with SEC rules. RSUs are paid in Company shares once the underlying award vests, and are incorporated as applicable in the table below. The dollar amount reflected in column (1) of this table does not reflect the actual amount of compensation earned by or paid to Mr. Hicke during the applicable year. (4)CAP for Mr. West in each of 2022, 2021 and 2020 reflects the respective amounts set forth in column (2) of this table, adjusted as set forth in the table below, as determined in accordance with SEC rules. RSUs are paid in Company shares once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in column (2) of this table do not reflect the actual amount of compensation earned by or paid to Mr. West during the applicable year. 36 2025 Proxy Statement
Pay Versus Performance
| Year | 2020 | 2021 | 2022 | 2022 | 2023 | 2024 | | PEO | Alfred P. West, Jr. | Alfred P. West, Jr. | Alfred P. West, Jr. | Ryan P. Hicke | Ryan P. Hicke | Ryan P. Hicke | | SCT Total Compensation ($) | 2,933,734 | 2,367,239 | 2,469,653 | 6,402,465 | 5,934,430 | 8,766,030 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (1,014,000) | (373,625) | (694,825) | (4,106,600) | (3,416,000) | (5,697,000) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 988,875 | 383,000 | 628,450 | 3,941,000 | 3,544,500 | 5,300,500 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (356,225) | 49,500 | 50,075 | 63,350 | 95,800 | 4,395,010 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | — | 49,500 | (75,375) | (75,375) | (16,600) | 557,650 | | Compensation Actually Paid ($) | 2,552,384 | 2,475,614 | 2,377,978 | 6,224,840 | 6,142,130 | 13,322,190 |
Pay Versus Performance
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. RSU grant date fair values are calculated using the stock price as of date of grant. (5)The following non-PEO named executive officers are included in the average figures shown: 2020: Dennis J. McGonigle, Stephen G. Meyer, Ryan P. Hicke, Michael N. Peterson 2021: Dennis J. McGonigle, Wayne M. Withrow, Ryan P. Hicke, Philip N. McCabe 2022: Dennis J. McGonigle, Wayne M. Withrow, Kevin P. Barr, Philip N. McCabe 2023: Alfred P. West, Jr., Dennis J. McGonigle, Wayne M. Withrow, Philip N. McCabe 2024: Sean J. Denham, Michael F. Lane, Michael N. Peterson, Philip N. McCabe, Dennis J. McGonigle (6)Average CAP for our non-PEO named executive officers in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective amount set forth in column (5) of this table, adjusted as set forth in the table below, as determined in accordance with SEC rules. RSUs are paid in company shares once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in column (5) of this table do not reflect the actual amounts of compensation earned by or paid to our non-PEO named executive officers during the applicable years.
Pay Versus Performance
| Year | 2020 Average | 2021 Average | 2022 Average | 2023 Average | 2024 Average | | Non-PEO NEOs | See column (5) note | See column (5) note | See column (5) note | See column (5) note | See column (5) note | | SCT Total Compensation ($) | 2,823,425 | 1,991,178 | 3,494,008 | 3,050,860 | 3,894,017 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (1,280,438) | (429,669) | (1,893,842) | (637,000) | (3,016,985) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 1,994,694 | 440,450 | 1,754,833 | 663,700 | 2,451,802 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (638,034) | 176,488 | 52,694 | (11,369) | 672,205 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | — | (16,421) | (75,375) | 14,250 | 667,560 | | Compensation Actually Paid ($) | 2,899,647 | 2,162,026 | 3,332,318 | 3,080,441 | 4,668,599 |
Pay Versus Performance
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. RSU grant date fair values are calculated using the stock price as of date of grant. 37 2025 Proxy Statement (7)For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of the Company for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively. (8)For the relevant fiscal year, represents the cumulative TSR of an Industry Index, a blend of indices including 79% NASDAQ US Asset Managers and Custodians and 21% NASDAQ US Software for the measurement period ended on December 31, 2024 and 2023 and 76% NASDAQ US Asset Managers and Custodians and 24% NASDAQ US Software for the measurement periods ended on December 31 of each of 2022, 2021, and 2020, respectively. (9)Reflects net income in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. (10)The Company’s selected measure is Adjusted Pre-Tax Earnings Per Share, which is a non-GAAP financial measure that consists of the quotient of (A) the Company’s calendar year net income before income taxes adjusted to not include any reduction for stock-option expense under ASC 718 equity compensation and the effect of items or events that the Compensation Committee determines in its discretion should be excluded for compensation purposes, divided by (B) the Company’s diluted shares outstanding. See Annex A of this Proxy Statement for a reconciliation of Diluted Earnings Per Share reported in accordance with generally accepted accounting principles (GAAP) to Adjusted Pre-Tax Earnings Per Share (non-GAAP).
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted
Pre-Tax Earnings Per Share (“EPS”)
Pre-Tax Earnings Per Share (“EPS”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted Pre-Tax EPS during the five most recently completed fiscal years. When calculating our 2024 Adjusted Pre-Tax Earnings Per Share for purposes of our Pay Versus Performance disclosure, the Committee made the following adjustment to our GAAP earnings per share, which is consistent with the adjustment the Committee makes when determining whether the EPS vesting targets for outstanding stock options have been met: •excluded any reduction for stock-based compensation expense associated with stock options in accordance with Accounting Standards Codification 718 equity compensation (Stock-Based Compensation) from any calculation of the achievement of EPS vesting targets. See Annex A of this Proxy Statement for a reconciliation of Diluted Earnings Per Share reported in accordance with generally accepted accounting principles (GAAP) to Adjusted Pre-Tax Earnings Per Share (non-GAAP) during the five most recently completed fiscal years. 40 2025 Proxy Statement
Pay ratio
Pay ratio Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, we may identify our median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the previous year’s pay ratio disclosure. We reviewed the changes in our employee population and employee compensatory arrangements and determined there has been no change in our employee population or employee compensatory arrangements that would significantly impact the 2024 pay ratio disclosure. The median employee identified in 2022 remains employed in substantially the same role and at the same location. We chose December 31, 2022 as the date for establishing the employee population used in identifying the median employee and used fiscal 2022 as the measurement period. We identified the median employee using a consistently applied compensation measure which includes annual base salary or wages, target annual performance-based cash bonuses, target commissions, and long-term equity awards based on their grant date fair values. Permanent employees who joined in 2022 and permanent employees who were on leave during 2022 were assumed to have worked for the entire year. All U.S. and non-U.S. employees employed as of December 31, 2022 were captured with the exception of employees accepted into our voluntary separation program, who represent less than 1% of our global workforce. No cost-of-living adjustments were made. With respect to the annual total compensation of our Chief Executive Officer, we included the amount reported for Mr. Hicke in the “Total” column for 2024 in the Summary Compensation Table included in this Proxy Statement. The annual total compensation of the median employee and the annual total compensation of the Chief Executive Officer were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
Pay ratio
| Pay ratio | | | Annual total compensation of the median employee for 2024 | $119,254 | | Annual total compensation of the CEO for 2024 | $8,766,030 | | Ratio of annual total compensation of the median employee to the annual total compensation of CEO for 2024 | 73.5 |
Pay ratio
41 2025 Proxy Statement
Summary compensation table
Summary compensation table
Summary compensation table
| Name and Principal Position | Year | Salary ($)(1) | Option Awards ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Ryan P. Hicke | 2024 | 850,000 | 3,532,500 | 2,164,500 | 2,200,000 | 19,030 | 8,766,030 | | Chief Executive Officer | 2023 | 750,000 | 1,556,000 | 1,860,000 | 1,750,000 | 18,430 | 5,934,430 | | | 2022 | 688,269 | 1,801,000 | 2,305,600 | 1,575,000 | 32,596 | 6,402,465 | | Sean J. Denham (6) | 2024 | 591,346 | 928,688 | 4,392,000 | 1,480,417 | 18,132 | 7,410,583 | | Executive Vice President | | | | | | | | | and Chief Financial Officer | | | | | | | | | Michael F. Lane (6) | 2024 | 201,923 | 1,197,193 | 2,630,460 | 600,000 | 1,601 | 4,631,177 | | Executive Vice President > | | | | | | | | | Head of Global Asset Management | | | | | | | | | Michael N. Peterson | 2024 | 650,000 | 859,680 | 606,060 | 1,100,000 | 20,542 | 3,236,282 | | Executive Vice President | 2023 | 650,000 | 389,000 | 248,000 | 765,000 | 6,742 | 2,058,742 | | and General Counsel | 2022 | 568,846 | 450,250 | 154,525 | 765,000 | 34,903 | 1,973,524 | | Philip N. McCabe | 2024 | 650,000 | 847,800 | 606,060 | 1,100,000 | 20,718 | 3,224,578 | | Executive Vice President > | 2023 | 650,000 | 389,000 | 248,000 | 900,000 | 20,118 | 2,207,118 | | Investment Managers | 2022 | 609,423 | 540,300 | 154,525 | 1,050,000 | 31,347 | 2,385,595 | | Dennis J. McGonigle | 2024 | 234,231 | — | — | 498,333 | 234,903 | 967,467 | | Former Executive Vice President | 2023 | 700,000 | — | — | 1,300,000 | 22,310 | 2,022,310 | | and Former Chief Financial Officer | 2022 | 642,692 | 1,350,750 | 1,049,000 | 1,170,000 | 31,347 | 4,243,789 |
Summary compensation table
(1)Compensation deferred at the election of the executive, pursuant to our Capital Accumulation Plan (“CAP”), is included in the year in which such compensation is earned. (2)Reflects the aggregate grant date fair value of options based upon the Black-Scholes option pricing model. The assumptions used in determining the amounts in this column are set forth in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (3)Reflects the aggregate grant date fair value of RSUs calculated in accordance with Accounting Standards Codification 718 (ASC 718). See Notes 1 and 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (4)Non-equity incentive compensation awards for services rendered during a year have been listed in the year earned, but were actually paid in the following fiscal year. (5)Includes matching contributions to the CAP for the named individuals as well as supplemental life insurance premiums with respect to life insurance on the named individual and group insurance medical premiums. For Mr. McGonigle, includes $200,000 pursuant to a consulting agreement with us. (6)Neither Mr. Denham nor Mr. Lane were a named executive officer prior to 2024. 43 2025 Proxy Statement
Grants of plan-based awards
Grants of plan-based awards The following table discloses certain information concerning options and stock awards granted during 2024 to each of our named executive officers who received any such award during 2024.
Grants of plan-based awards
| Name | Type of Award | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3)(4) | | Ryan P. Hicke | RSUs | 12/12/2024 | 25,000 | | | 2,164,500 | | | Options | 12/12/2024 | | 150,000 | 86.58 | 3,532,500 | | Sean J. Denham | RSUs | 3/18/2024 | 45,000 | | | 3,093,300 | | | | 12/12/2024 | 15,000 | | | 1,298,700 | | | Options | 3/18/2024 | | 22,500 | 68.74 | 398,813 | | | | 12/12/2024 | | 22,500 | 86.58 | 529,875 | | Michael F. Lane | RSUs | 9/16/2024 | 30,000 | | | 2,024,400 | | | | 12/12/2024 | 7,000 | | | 606,060 | | | Options | 9/16/2024 | | 20,000 | 62.00 | 349,393 | | | | 12/12/2024 | | 36,000 | 86.58 | 847,800 | | Michael N. Peterson | RSUs | 12/12/2024 | 7,000 | | | 606,060 | | | Options | 12/12/2024 | | 36,000 | 86.58 | 859,680 | | Philip N. McCabe | RSUs | 12/12/2024 | 7,000 | | | 606,060 | | | Options | 12/12/2024 | | 36,000 | 86.58 | 847,800 |
Grants of plan-based awards
(1)In connection with his appointment as our Chief Financial Officer, Mr. Denham was awarded a one-time on-boarding grant of 45,000 RSUs on March 18, 2024 that vest in equal installments on the anniversary of the grant over three years. In connection with his appointment as one of our Executive Vice Presidents, Mr. Lane was awarded a one-time on-boarding grant of 30,000 RSUs on September 16, 2024 that vest in equal installments on the anniversary of the grant over three years. RSUs awarded on December 12, 2024 vest on the third anniversary of the date of grant. (2)In connection with his appointment as our Chief Financial Officer, on March 18, 2024, Mr. Denham was awarded a one- time on-boarding grant of options to purchase 22,500 Shares at an exercise price of $68.74. In connection with his appointment as one of our Executive Vice Presidents, on September 16, 2024, Mr. Lane was awarded a one-time on- boarding grant of options to purchase 20,000 Shares at an exercise price of $62.00. The on-boarding options awarded to Mr. Denham and Mr. Lane have a ten year term, with 50% of these options to vest on December 31 of the year in which we attain an adjusted pre-tax earnings per share of $5.25 or more, but not earlier than the second anniversary of the date of grant, and the remaining 50% of these options to vest on December 31 of the year in which we attain an adjusted pre-tax earnings per share of $7.10 or more, but not earlier than the fourth anniversary of the date of grant, in each case based upon our audited financial statements and subject to certain adjustments relating to non-recurring transactions or the option expense we record under ASC 718. (3)The Grant Date Fair Value of RSUs was calculated in accordance with ASC 718. See Notes 1 and 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. All stock awards granted to our named executive officers in 2024 were RSUs granted upon the approval of the Committee under our 2024 Omnibus Equity Compensation Plan and are not based on the achievement of performance targets. (4)The Grant Date Fair Value of the Option Grants was based upon the Black-Scholes option pricing model. The assumptions used are set forth in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. All stock options granted to our named executive officers in 2024 were nonqualified options granted upon the approval of the Committee under our 2024 Omnibus Equity Compensation Plan, with an exercise price per Share equal to the fair market value of our Shares on the date of grant. 44 2025 Proxy Statement
Outstanding equity awards at year-end
Outstanding equity awards at year-end The following table reflects outstanding options and stock awards held by our named executive officers as of December 31, 2024.
Outstanding equity awards at year-end
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | | Ryan P. Hicke | 12/8/2015 | 24,000 | — | 53.34 | 12/8/2025 | | | | | 12/13/2016 | 35,000 | — | 49.63 | 12/13/2026 | | | | | 12/12/2017 | 25,000 | — | 71.12 | 12/12/2027 | | | | | 12/11/2018 | 17,500 | 17,500 | 48.47 | 12/11/2028 | | | | | 12/9/2019 | 20,000 | 20,000 | 64.43 | 12/9/2029 | | | | | 12/8/2020 | 75,000 | — | 56.54 | 12/8/2030 | | | | | 12/10/2021 | 12,500 | 12,500 | 60.46 | 12/10/2031 | | | | | 6/1/2022 | | | | | 20,000 | 1,649,600 | | | 12/5/2022 | 50,000 | 50,000 | 61.81 | 12/5/2032 | | | | | 12/15/2023 | — | 100,000 | 62.00 | 12/15/2033 | 30,000 | 2,474,400 | | | 12/12/2024 | — | 150,000 | 86.58 | 12/12/2034 | 25,000 | 2,062,000 | | Sean J. Denham | 3/18/2024 | — | 22,500 | 68.74 | 3/18/2034 | 45,000 | 3,711,600 | | | 12/12/2024 | — | 22,500 | 86.58 | 12/12/2034 | 15,000 | 1,237,200 | | Michael F. Lane | 9/16/2024 | — | 20,000 | 62.00 | 9/16/2034 | 30,000 | 2,474,400 | | | 12/12/2024 | — | 36,000 | 86.58 | 12/12/2034 | 7,000 | 577,360 | | Michael N. Peterson | 6/18/2018 | 200,000 | — | 65.98 | 6/18/2028 | | | | | 12/11/2018 | — | 10,000 | 48.47 | 12/11/2028 | | | | | 6/18/2019 | 25,000 | — | 54.34 | 6/18/2029 | | | | | 12/9/2019 | — | 10,000 | 64.43 | 12/9/2029 | | | | | 6/18/2020 | 25,000 | — | 55.73 | 6/18/2030 | | | | | 12/8/2020 | 75,000 | — | 56.54 | 12/8/2030 | | | | | 12/10/2021 | 12,500 | 12,500 | 60.46 | 12/10/2031 | | | | | 12/5/2022 | 12,500 | 12,500 | 61.81 | 12/5/2032 | 2,500 | 206,200 | | | 12/15/2023 | — | 25,000 | 62.00 | 12/15/2033 | 4,000 | 329,920 | | | 12/12/2024 | — | 36,000 | 86.58 | 12/12/2034 | 7,000 | 577,360 | | Philip N. McCabe | 12/8/2015 | 24,000 | — | 53.34 | 12/8/2025 | | | | | 12/13/2016 | 30,000 | — | 49.63 | 12/13/2026 | | | | | 12/12/2017 | 25,000 | — | 71.12 | 12/12/2027 | | | | | 12/11/2018 | 17,500 | 17,500 | 48.47 | 12/11/2028 | | | | | 12/9/2019 | 20,000 | 20,000 | 64.43 | 12/9/2029 | | | | | 12/8/2020 | 75,000 | — | 56.54 | 12/8/2030 | | | | | 12/10/2021 | 12,500 | 12,500 | 60.46 | 12/10/2031 | | | | | 12/5/2022 | 15,000 | 15,000 | 61.81 | 12/5/2032 | 2,500 | 206,200 | | | 12/15/2023 | — | 25,000 | 62.00 | 12/15/2033 | 4,000 | 329,920 | | | 12/12/2024 | — | 36,000 | 86.58 | 12/12/2034 | 7,000 | 577,360 | | Dennis J. McGonigle | 12/8/2015 | 24,000 | — | 53.34 | 12/8/2025 | | | | | 12/13/2016 | 25,000 | — | 49.63 | 12/13/2026 | | | | | 12/12/2017 | 25,000 | — | 71.12 | 12/12/2027 | | | | | 12/11/2018 | 12,500 | 12,500 | 48.47 | 12/11/2028 | | | | | 12/9/2019 | 15,000 | 15,000 | 64.43 | 12/9/2029 | | | | | 12/8/2020 | 75,000 | — | 56.54 | 12/8/2030 | | | | | 12/10/2021 | 12,500 | 12,500 | 60.46 | 12/10/2031 | | | | | 7/18/2022 | | | | | 10,000 | 824,800 | | | 12/5/2022 | 37,500 | 37,500 | 61.81 | 12/5/2032 | | |
Outstanding equity awards at year-end
46 2025 Proxy Statement (1)All options granted on December 12, 2024 vest on December 31 of the year in which we attain adjusted pre-tax earnings per share of $7.48 or more, but not earlier than the second anniversary of the date of the grant. The following table sets forth opposite the relevant option expiration date, the vesting thresholds for all options which are currently unexercisable:
Outstanding equity awards at year-end
| Option Expiration Date | 50% Exercisable When Adjusted Pre-Tax Earnings Per Share Exceeds | 100% Exercisable When Adjusted Pre-Tax Earnings Per Share Exceeds | | 12/11/2028 | Vested | $6.00 | | 12/9/2029 | Vested | $6.00 | | 12/10/2031 | Vested | $7.00 | | 12/5/2032 | Vested | $6.25 | | 12/15/2033 | $5.25 | $7.10 | | 3/18/2034 | $5.25 | $7.10 | | 9/16/2034 | $5.25 | $7.10 |
Outstanding equity awards at year-end
(2)RSUs generally vest in a single tranche on the third anniversary of the date of grant. Market value is calculated based on the closing price of the Company’s common stock on December 31, 2024 (the last trading day of the year) of $82.48 as reported by the NASDAQ Stock Market, LLC. The following table indicates the dates when the RSUs held by each of our named executive officers vest:
Outstanding equity awards at year-end
| Vesting Date | Ryan P. Hicke | Sean J. Denham | Michael F. Lane | Michael N. Peterson | Philip N. McCabe | Dennis J. McGonigle | | 3/18/2025 | — | 15,000 | — | — | — | — | | 3/31/2025 | 10,000 | — | — | — | — | — | | 7/18/2025 | — | — | — | — | — | 5,000 | | 9/16/2025 | — | — | 10,000 | — | — | — | | 12/5/2025 | — | — | — | 2,500 | 2,500 | — | | 3/18/2026 | — | 15,000 | — | — | — | — | | 3/31/2026 | 10,000 | — | — | — | — | — | | 7/18/2026 | — | — | — | — | — | 5,000 | | 9/16/2026 | — | — | 10,000 | — | — | — | | 12/15/2026 | 30,000 | — | — | 4,000 | 4,000 | — | | 3/18/2027 | — | 15,000 | — | — | — | — | | 9/16/2027 | — | — | 10,000 | — | — | — | | 12/12/2027 | 25,000 | 15,000 | 7,000 | 7,000 | 7,000 | — |
Option exercises and stock awards vested table
Option exercises and stock awards vested table The following table presents information regarding stock options exercised and stock awards vested for our named executive officers during 2024.
Option exercises and stock awards vested table
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($) | | Ryan P. Hicke | 20,000 | 606,902 | 10,000 | 719,000 | | Michael N. Peterson | 35,000 | 618,627 | — | — | | Philip N. McCabe | 21,000 | 670,159 | — | — | | Dennis J. McGonigle | 27,500 | 824,595 | 5,000 | 344,600 |
Option exercises and stock awards vested table
(1)See caption “2024 equity awards” in the Compensation discussion and analysis for details regarding vesting of stock awards. 47 2025 Proxy Statement
Potential payments on
Potential payments on
termination
| Benefits and Payments Upon Termination | Termination Without Cause ($) | Death or Disability ($) | | Cash Severance-Salary (1) | 1,275,000 | — | | Cash Severance-Bonus (2) | 3,000,000 | — | | RSUs-Accelerated (3) | 1,649,600 | 1,649,600 |
termination
| Benefits and Payments Upon Termination | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability ($) | | Cash Severance-Salary (1) | 750,000 | — | | Cash Severance-Bonus (2) | 1,700,000 | — | | RSUs-Accelerated (3) | 3,711,600 | 3,711,600 |
termination
| Benefits and Payments Upon Termination | Termination Without Cause or Resignation for Good Reason ($) (1) | Disability ($) (1) | Death ($) (1) | Retirement ($) | Qualifying Termination Following Change of Control ($) | | Cash Severance-Salary | — | — | — | — | 1,125,000(2) | | Cash Severance-Bonus | — | — | — | — | 3,046,027(3) | | RSUs-Accelerated | — | — | — | — | 4,948,800(4) |
termination
| Benefits and Payments Upon Termination | Termination Without Cause or Resignation for Good Reason ($) | Disability ($) | Death ($) | Retirement ($) | Qualifying Termination Following Change of Control ($) | | Cash Severance-Salary | 1,050,000(1) | — | — | — | 1,050,000(1) | | Cash Severance-Bonus | 1,935,616(2) | 435,616(3) | 1,500,000(4) | — | 1,935,616(2) | | RSUs-Accelerated (5) | 520,082 | 3,051,760 | 3,051,760 | — | 3,051,760 |
termination
| Benefits and Payments Upon Termination | Termination Without Cause or Resignation for Good Reason ($) | Disability ($) | Death ($) | Retirement ($) | Qualifying Termination Following Change of Control ($) | | Cash Severance-Salary | 975,000(1) | — | — | — | 975,000(1) | | Cash Severance-Bonus | 2,000,000(2) | 1,000,000(3) | 1,000,000(4) | — | 2,000,000(2) | | RSUs-Accelerated (5) | 278,370 | 1,113,480 | 1,113,480 | — | 1,113,480 |
termination
| Benefits and Payments Upon Termination | Termination Without Cause or Resignation for Good Reason ($) | Disability ($) | Death ($) | Retirement ($) | Qualifying Termination Following Change of Control ($) | | Cash Severance-Salary | 975,000(1) | — | — | — | 975,000(1) | | Cash Severance-Bonus | 2,000,000(2) | 1,000,000(3) | 1,000,000(4) | — | 2,000,000(2) | | RSUs-Accelerated (5) | 278,370 | 1,113,480 | 1,113,480 | — | 1,113,480 |
Director compensation
Director compensation During 2024, each director who was not an employee received an annual retainer of $70,000. The annual chair fee for the Audit, Compensation, Legal and Regulatory Oversight and Nominating and Governance Committees was $20,000, $15,000, $15,000 and $5,000, respectively, and the annual retainer fee for the Audit Committee was $10,000, for each of the Compensation and Legal Regulatory and Oversight Committees was $7,500, and for the Nominating and Governance Committee was $5,000. The annual retainer for the Lead Independent Director was $15,000. Each non-employee director received an annual 52 2025 Proxy Statement grant of 2,175 RSUs. RSUs granted in 2024 were time-based and not based on the achievement of performance targets. Our non-employee directors did not receive an annual grant of options during 2024. As of December 31, 2024, our non-employee directors owned options to purchase the following aggregate numbers of Shares: Mr. Brassington, 25,500; Mr. Doran, 85,500; Mr. Guarino, 85,500; Ms. McCarthy, 85,500; Ms. Miller, 15,500; and Mr. Romeo, 75,500. The following table summarizes the compensation paid to our directors for 2024:
Director compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | All Other Compensation ($)(2) | Total ($) | | Jonathan A. Brassington | 95,000 | 188,312 | — | — | 283,312 | | William M. Doran | 92,500 | 188,312 | — | 348,004 | 628,816 | | Carl A. Guarino | 112,500 | 188,312 | — | — | 300,812 | | Kathryn M. McCarthy | 107,500 | 188,312 | — | — | 295,812 | | Stephanie D. Miller | 87,500 | 188,312 | — | — | 275,812 | | Carmen V. Romeo | 112,500 | 188,312 | — | — | 300,812 |
Director compensation
(1)Reflects the aggregate grant date fair value of RSUs as calculated in accordance with ASC 718. See Notes 1 and 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. As of December 31, 2024, our directors owned the following aggregate numbers of RSUs: Mr. Brassington, 3,941; Mr. Doran, 3,941; Mr. Guarino, 3,941; Ms. McCarthy, 3,941; Ms. Miller, 3,941 and Mr. Romeo, 3,941. (2)During 2024, Mr. Doran received trustee fees of $178,000 for serving as a trustee of approximately 13 mutual funds or trusts, each of which we either administered or sponsored. During 2024, Mr. Doran served as a director of SEI Investments Distribution Co., SEI Investments (Asia) Limited, SEI Investments (Europe) Ltd., SEI Global Nominee Ltd., SEI Investments Global Fund Services Limited, SEI Investments Global, Limited and SEI Alpha Strategy Portfolios, L.P. and received $14,166 per month pursuant to a consulting agreement with us.