DEF 14A of Sei Investments Co
Filed Apr 15, 2026 · FY20250000350894-26-000021
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| Executive compensation | | 40 | | Summary compensation table | | 40 | | Grants of plan-based awards | | 41 | | Employment arrangements of our named executive officers | | 42 | | Outstanding equity awards at year-end | | 43 | | Option exercises and stock awards vested table | | 44 | | Potential payments on termination | | 44 | | Pay ratio | | 49 | | Pay versus performance | | 49 | | 3 | Ratification of appointment of independent registered public accountants | 54 | | Required vote and board recommendation | | 54 | | Principal accounting fees and services | | 54 | | Policy on audit committee pre-approval of audit and permissible non-audit services of independent registered public accountants | | 55 | | Audit committee report | | 56 | | Other important information | | 57 | | Sustainability practices | | 57 | | Access available information about us | | 57 | | Solicitation of proxies | | 58 | | Nominations and proposals by shareholders for our 2027 annual meeting | | 58 | | Additional information | | 58 | | Forward-looking statements | | 58 | | Annex A | | 60 | | Reconciliation of GAAP to non-GAAP measure | | 60 | | Reconciliation of diluted earnings per share to adjusted pre-tax earnings per share | | 60 | | Annex B | | 61 | | Employee demographics | | 61 |
Ms. Kathryn M. McCarthy and Mr. Thomas C. Naratil to the class of directors whose term will expire at
Ms. Kathryn M. McCarthy and Mr. Thomas C. Naratil to the class of directors whose term will expire at our 2029 Annual Meeting of Shareholders.
Ms. Kathryn M. McCarthy and Mr. Thomas C. Naratil to the class of directors whose term will expire at
| 2026 Proxy Statement | SEI | 9 |
Ms. Kathryn M. McCarthy and Mr. Thomas C. Naratil to the class of directors whose term will expire at
| Nominees for election at our 2026 annual meeting of shareholders with terms expiring in 2029: |
Ms. Kathryn M. McCarthy and Mr. Thomas C. Naratil to the class of directors whose term will expire at
| | Ryan P. Hicke Chief Executive Officer, SEI | | | | | Age: 48 Director since: June 2022 | Committees: None | Other Public Company Boards: None |
CAREER HIGHLIGHTS
CAREER HIGHLIGHTS
CEO, SEI
CEO, SEI Mr. Hicke is our Chief Executive Officer, responsible for our global business strategy and execution of this strategy.
Various Roles, SEI
Various Roles, SEI 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.
Education
Education Mr. Hicke holds a degree in Finance from Saint Joseph’s University.
QUALIFICATIONS
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 Company.
QUALIFICATIONS
| 10 | SEI | 2026 Proxy Statement |
QUALIFICATIONS
| | Kathryn M. McCarthy | | | | | INDEPENDENT | | | | | Independent Consultant and Financial Advisor | | | | | Age: 77 Director since: October 1998 | Committees: •Audit •Compensation •Nominating (Chair) | Other Public Company Boards: None |
CAREER HIGHLIGHTS
CAREER HIGHLIGHTS
Independent Consultant and Financial Advisor
Independent Consultant and Financial Advisor Ms. McCarthy is an independent consultant and financial advisor to global families and family offices. She serves on several family office boards as well as investment committees and private trust company boards. Director and Chair, Audit Committee, Rockefeller Trust Company, N.A. Ms. McCarthy serves as a Director and Chairs the Audit Committee of Rockefeller Trust Company, N.A. Managing Director, Rockefeller & Co., Inc. (February 2000 – May 2003) From February 2000 to May 2003, Ms. McCarthy served as a Managing Director at Rockefeller & Co., Inc. President, Marujupu, LLC (November 1996 – June 1999) 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. Senior Financial Counselor and Portfolio Manager, Rockefeller & Co., Inc. (June 1992 – October 1996) 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
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.
QUALIFICATIONS
| 2026 Proxy Statement | SEI | 11 |
QUALIFICATIONS
| | Thomas C. Naratil | | | | | INDEPENDENT | | | | | Operating Partner, Lightyear Capital | | | | | Age: 64 Director since: July 2025 | Committees: •Audit •Legal and Regulatory Oversight | Other Public Company Boards: None |
CAREER HIGHLIGHTS
CAREER HIGHLIGHTS Operating Partner, Lightyear Capital (July 2023 - Present) Mr. Naratil is an Operating Partner at Lightyear Capital, a private equity firm investing in the nexus of financial services and technology, healthcare, and business services. Finance Senior Fellow, United States Military Academy (January 2023 - Present) Mr. Naratil is a Finance Senior Fellow at the United States Military Academy, where he works with the Finance and Economics faculty to train future officers through scholarship, research, and discipline, focusing on teaching, coaching, and mentoring soldiers on personal finance.
Various Roles, UBS
Various Roles, UBS Prior to joining Lightyear Capital, Mr. Naratil enjoyed a 39-year career at UBS, including serving as a member of the UBS Group Executive Board, Co-President of Global Wealth Management and President of Wealth Management America, Group Chief Financial Officer, Group Chief Operating Officer, Chairman of UBS Americas Holding LLC, UBS Bank USA, and UBS Financial Services Inc.
Board and Advisory Roles
Board and Advisory Roles Tom is a member of the Board of Directors of three Lightyear portfolio companies, Allworth Financial, Prime Pensions and WSTopCo Limited (Wren Sterling). He also serves as a member of the Board of Directors of KKR Private Equity Conglomerate, LLC (K-PEC).
Education
Education Mr. Naratil holds an M.B.A. from the Stern Graduate School of Business at New York University and a B.A. in history from Yale University.
QUALIFICATIONS
QUALIFICATIONS Mr. Naratil’s long tenure in the wealth management space, as well as his current role at Lightyear Capital, provide the Board with insight into the areas of technology, business services, and finance.
QUALIFICATIONS
| 12 | SEI | 2026 Proxy Statement |
QUALIFICATIONS
| | Carl A. Guarino | | | | | INDEPENDENT | | | | | Former Chief Executive Officer, WizeHive, Inc. Chairman | | | | | Age: 68 Director since: September 2014 | Committees: •Audit •Compensation •Nominating | Other Public Company Boards: None |
CAREER HIGHLIGHTS
CAREER HIGHLIGHTS CEO, WizeHive, Inc. (June 2017 – August 2024) 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 August 2024. CEO, Procurian Inc. (August 2006 – January 2014) 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. Executive Vice President, Investment Advisors, SEI (Prior to March 2006) Prior to March 2006, Mr. Guarino was our Executive Vice President, Investment Advisors.
QUALIFICATIONS
QUALIFICATIONS Mr. Guarino has great familiarity with us and our 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 our business activities.
QUALIFICATIONS
| 2026 Proxy Statement | SEI | 13 |
QUALIFICATIONS
| | Carmen V. Romeo | | | | | INDEPENDENT | | | | | Private Investor | | | | | Age: 82 Director since: June 1979 | Committees: •Audit (Chair) •Nominating •Legal and Regulatory Oversight | Other Public Company Boards: None |
CAREER HIGHLIGHTS
CAREER HIGHLIGHTS Executive Vice President, SEI (December 1985 – December 2004) From December 1985 to December 2004, Mr. Romeo served as one of our Executive Vice Presidents. Mr. Romeo officially retired from his executive responsibilities effective December 31, 2004. Treasurer and Chief Financial Officer, SEI (June 1979 – September 1996) Mr. Romeo was our Treasurer and Chief Financial Officer from June 1979 until September 1996. Certified Public Accountant, Arthur Andersen & Co. (Prior to 1979) Mr. Romeo was a certified public accountant with Arthur Andersen & Co. prior to 1979.
QUALIFICATIONS
QUALIFICATIONS In addition to his familiarity with public company accounting and financial management issues, Mr. Romeo has great familiarity with us, and particular knowledge of our business and related technology and asset management solutions, from his previous role with us as the executive having ultimate managerial responsibility for the Company’s Investment Advisors business.
QUALIFICATIONS
| 14 | SEI | 2026 Proxy Statement |
QUALIFICATIONS
| | Jonathan A. Brassington | | | | | INDEPENDENT | | | | | Co-Founder and Partner, Proofpoint Capital | | | | | Age: 51 Director since: April 2022 | Committees: •Audit •Compensation •Nominating | Other Public Company Boards: None |
CAREER HIGHLIGHTS
CAREER HIGHLIGHTS Co-Founder and Partner, Proofpoint Capital (September 2025 - Present) Mr. Brassington partners with founders to scale enduring, high-growth technology companies by bringing an operator’s lens to cadence, hiring, and go-to-market execution. Advisory Partner, NewSpring Capital (March 2024 – Present) Since March 2024, Mr. Brassington has been a Partner at NewSpring Capital, where he focuses on investing growth capital in software and technology-enabled business. Head of Digital Customer Experience (DCX), North America, Capgemini (2020 – May 2023) 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. Leader, Capgemini Invent, North America (March 2018 – December 2019) From March 2018 until December 2019, he led Capgemini Invent in North America, the management consulting division of Capgemini, Inc. CEO, Partner, and Co-founder, LiquidHub (Prior to 2018) Prior to Capgemini, Mr. Brassington was the CEO, Partner, and Co-founder of LiquidHub, a digital transformation company focused on reimagining customer engagement.
Board and Advisory Roles
Board and Advisory Roles 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
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 investments, giving him insight into the opportunities and challenges faced by our investment and wealth management business, as well as our clients.
QUALIFICATIONS
| 2026 Proxy Statement | SEI | 15 |
QUALIFICATIONS
| | William M. Doran Consultant; Retired Partner Morgan Lewis & Bockius LLP (Law Firm) | | | | | Age: 85 Director since: March 1985 | Committees: •Legal and Regulatory Oversight (Chair) | Other Public Company Boards: None |
CAREER HIGHLIGHTS
CAREER HIGHLIGHTS Partner, Morgan, Lewis & Bockius LLP, Philadelphia, PA (October 1976 - October 2003) 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 investment products.
Former Board and Advisory Roles
Former Board and Advisory Roles Mr. Doran was formerly a trustee of various SEI-related trusts, each of which is an investment company for which our subsidiaries act as advisor, administrator and/or distributor. Mr. Doran also served as a director of certain of SEI’s subsidiaries until he retired from these positions during 2024 and 2025.
QUALIFICATIONS
QUALIFICATIONS Mr. Doran’s legal training and experience, his relationship with us as outside legal counsel for many years, and his long-standing oversight responsibilities as an active member of the Board and many of our regulated subsidiaries are valuable to his service on the Board and as Chair of the Legal and Regulatory Oversight Committee.
QUALIFICATIONS
| 16 | SEI | 2026 Proxy Statement |
QUALIFICATIONS
| | Karin A. Risi | | | | | INDEPENDENT | | | | | Independent Director, HarbourVest Partners | | | | | Age: 53 Director since: July 2025 | Committees: •Compensation (Chair) •Nominating | Other Public Company Boards: None |
Mandatory retirement age
Mandatory retirement age To facilitate Board refreshment, at the recommendation of our Nominating Committee, our Board has adopted a retirement policy, pursuant to which no director shall be nominated for re-election upon the conclusion of such director’s term ending after the director’s 75th birthday, provided that the directors on the Board upon initial approval of the retirement policy are not prohibited from serving as directors through the annual meeting of the Company’s shareholders held in 2028.
Mandatory retirement age
| 2026 Proxy Statement | SEI | 21 |
Mandatory retirement age
| Risk oversight by the Board |
Mandatory retirement age
It is management’s responsibility to assess and manage the various risks we face. It is the Board’s responsibility to oversee management in this effort.
Mandatory retirement age
| The Board The Board has delegated aspects of their risk management oversight responsibility to three committees of the Board. The Board directly considers risk matters related to our strategic, operational, and corporate governance matters, as well as risk that could adversely affect our reputation. | | | | The Audit Committee Generally oversees risk policies related to our financial statements and reporting. | The Legal and Regulatory Oversight Committee Generally oversees risk policies related to our compliance with legal and regulatory obligations. | The Compensation Committee Generally oversees risk policies related to our compensation arrangements. |
Related party transactions
| Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | All other compensation ($)(2) | Total ($) | | Jonathan A. Brassington | 95,000 | 188,078 | — | 283,078 | | William M. Doran | 92,500 | 188,078 | 348,004 | 628,582 | | Carl A. Guarino | 112,500 | 188,078 | — | 300,578 | | Kathryn M. McCarthy | 107,500 | 188,078 | — | 295,578 | | Stephanie D. Miller(3) | 43,750 | — | — | 43,750 | | Thomas C. Naratil(4) | 43,750 | 376,122 | — | 419,872 | | Karin A. Risi(5) | 41,250 | 376,122 | — | 417,372 | | Carmen V. Romeo | 112,500 | 188,078 | — | 300,578 |
Compensation discussion
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; •annual RSU grants made in December 2025 and going forward vest over three years in equal annual installments, provided that the grantee is an employee in good standing on each vesting date. Consistent with our pay for performance philosophy, during 2025 approximately 93% of our current PEO’s pay and approximately 83% 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”).
Average NEO 2025 compensation
| • | Base Salary | • | Incentive compensation | • | Stock Options | • | RSUs |
Average NEO 2025 compensation
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 threshold shareholdings by our senior executive officers); •our Executive Severance and Change of Control 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).
Base salary and incentive compensation targets
Base salary and incentive compensation targets The Committee seeks to recommend base salaries for management employees at levels that it believes are sufficiently competitive with salaries paid to management with comparable qualifications, experience and responsibilities at companies of comparable size, operational complexity and businesses to us. 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 154% 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 •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;
2025 Maximum Bonus Pool
2025 Maximum Bonus Pool For 2025, 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 percentage of 94% would apply to all of our business units and corporate services functions other than our IMS and Private Banking units, the percentages for which would be 110% and 97.5%, respectively. As in the past, the Committee recognized that with the managers of such units would 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 98% of the total amount of 2025 target incentive compensation amounts. Executive management made the foregoing recommendations that differentiated the percentages payable to our IMS and Private Banking units because the financial performance and related contribution to our EPS of these units was demonstrably better than that of our other units.
2025 Annual incentive compensation payouts
2025 Annual incentive compensation payouts With respect to our named executive officers in the Summary Compensation Table, the annual non-equity incentive compensation award targets and payouts for 2025 were:
2025 Annual incentive compensation payouts
| Name of NEO | Target amount | Annual incentive payment | Committee rationale for payouts | | Ryan P. Hicke Chief Executive Officer | $2,000,000 | $2,200,000 | •execution against his strategic plan for our growth; •management of the executive management team; •furtherance of our values and culture, with an emphasis on growth, mobility and talent; and •the overall financial results achieved during 2025. | | Sean J. Denham Chief Financial and Chief Operating Officer | $1,700,000 | $1,870,000 | •spearheading and managing our adoption of a more horizontal operating model; •overseeing the establishment of our Global Capabilities Center in India; •developing greater internal forecasting models and methodologies that resulted in improved efficiencies and cost-savings; and •the contributions to and support of our strategic plans. | | Michael F. Lane Executive Vice President — Head of Global Asset Management | $1,500,000 | $1,500,000 | •the improvements in the financial performance and trending of the businesses and functions for which he is responsible; •the identification and recruitment of highly qualified personnel into those businesses and functions for which he is responsible; •the additional products and services successfully launched by the businesses and functions for which he is responsible; and •the contributions to and support of our strategic plans. | | Sanjay Sharma Executive Vice President — CEO of SEI International and Global Head of Private Banking | $1,000,000 | $1,100,000 | •the margin expansion of the Private Banking business; •the continued improvement of the financial performance of our Private Banking business; •undertaking to be responsible for our international growth ambitions; and •the contributions and support of our strategic plans. | | Philip N. McCabe Executive Vice President — Head of Investment Managers | $1,000,000 | $1,100,000 | •the enterprise leading financial performance of the IMS unit and its significant contribution to the growth of our EPS; •the cost-saving initiatives undertaken in the IMS unit; •spearheading the modernization of the technologies used and deployed by our IMS unit; •the high client-satisfaction of the clients of our IMS unit; and •the contributions and support of our strategic plans. |
2025 Annual incentive compensation payouts
| 34 | SEI | 2026 Proxy Statement |
2025 Annual incentive compensation payouts
| Equity grants |
2025 Annual incentive compensation payouts
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 2025 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 (i) to not include (1) any reduction for ASC 718 (Accounting for Share-Based Compensation related to stock options only), and (2) the amount attributable to the gain on the Company’s sale of its Family Office Services business, and (ii) further adjusted to exclude the product of (X) any amount of the Company’s consolidated income that is attributable to any consolidated entity in accordance with ASC 810 (Consolidation) that is a less than wholly-owned entity, multiplied by (Y) the percentage of non-controlling equity of any such entity that is a less than wholly-owned entity, 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 granted prior to December 2025 generally “cliff vest” on the third anniversary of the date of the grant. After considering the input of our Compensation Consultant, the practices of our competitors, the compensation packages being offered to our employees by other enterprises and the need to attract, incent and retain highly sophisticated and knowledgeable employees in order to support and execute against our strategic ambitions, the Committee reviewed the construct of our equity award grants and determined that it would be in the best interests of the Company to change the vesting of our annual RSU grants from three-year “cliff vesting” to awards that vest annually over three years. Consequently, the annual RSU awards granted in December 2025 vest, and annual RSU awards in subsequent years will vest, over three years in equal annual installments, provided that the grantee is an employee in good standing on each vesting date. 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.
2025 Equity awards
2025 Equity awards Based on management feedback and the input of our Compensation Consultant, the Committee determined that in 2025 that there would continue to 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:
2025 Equity awards
| Grant type | Tier 1A | Tier 1B | Tier 2 | Tier 3 | | Options | 7,300 | 4,200 | 2,000 | — | | RSUs | 825 | 550 | 375 | 325 |
2025 Equity awards
| 2026 Proxy Statement | SEI | 35 |
2025 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 the lowest tier. At its December 2025 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. In addition to the factors enumerated above in “2025 Annual Incentive Compensation Payouts,” 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.
2025 Equity grants to named executive officers
2025 Equity grants to named executive officers In December 2025, the Committee awarded options and RSUs to our named executive officers as set forth in the table below. The options and RSUs awarded to each individual in December 2024 is also provided for comparative purposes:
2025 Equity grants to named executive officers
| NEO | 2025 Year-end option grant | 2025 Year-end RSU grant | 2024 Year-end option grant | 2024 Year-end RSU grant | | Ryan P. Hicke | 288,333 | 25,904 | 150,000 | 25,000 | | Sean J. Denham(1) | 49,000 | 13,254 | 22,500 | 15,000 | | Sanjay K. Sharma(2) | 47,000 | 15,934 | 36,000 | 7,000 | | Michael F. Lane | 49,650 | 8,916 | 36,000 | 7,000 | | Philip N. McCabe | 47,000 | 8,434 | 36,000 | 7,000 |
2025 Equity grants to named executive officers
(1)Mr. Denham received a year-end grant of 22,500 options and 15,000 RSUs in December 2024 as per the terms of Mr. Denham’s previously disclosed employment agreement. (2)The 2025 year end RSU amount includes a one-time grant of 7,500 RSUs in recognition of Mr. Sharma's new role as CEO of SEI International. The number of options and RSUs granted at the December 2025 meeting to our named executive officers was approximately 187% and 131%, respectively, of the number granted to such officers in December 2024. In 2025, the total number of options and RSU grants the Committee approved as part of the year-end annual grant process was 1.4 million options to 240 employees and 269 thousand RSUs to 457 employees as compared to 2024 when the total number of options approved 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. During 2025, we repurchased in open market or private transactions approximately 7.5 million Shares under our stock repurchase program at a total cost of approximately $616.2 million, compared to 6.8 million Shares under our stock repurchase program at a total cost of approximately $512.5 million in 2024. These share repurchase activities substantially offset the dilution which can result from grants and exercises under our equity compensation programs.
2025 Equity grants to named executive officers
| 2025 Compensation changes |
2025 Equity grants to named executive officers
The Committee reviewed the contributions of each of the executive officers during 2025, the contributions expected in the future, and the competitive landscape for highly-skilled, similarly situated individuals in connection with determining whether to adjust salaries and non-equity incentive compensation targets for 2026. After such review, it was determined that each of the following named executive officers should receive a $50,000 salary increase: Mr. Hicke, Mr. McCabe and Mr. Sharma. Each of Mr. Denham and Mr. Lane’s salaries remain unchanged from 2024. Further, each of our named executive officers, with the exception of Mr. Lane, received an increase in his 2026 target incentive compensation amount.
2025 Equity grants to named executive officers
| 36 | SEI | 2026 Proxy Statement |
2025 Equity grants to named executive officers
| Compensation-setting process |
2025 Equity grants to named executive officers
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 2025 and retained the Consultant on an advisory capacity with respect to industry trends (See “Compensation Consultant” below.)
Compensation consultant
Compensation consultant During 2025, 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; 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 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 Shares 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.
Compensation consultant
| 2026 Proxy Statement | SEI | 37 |
Peer group
Peer group 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 2024 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.” 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 During 2025, the Committee continued to review our compensation practices and the elements of our equity compensation program. The Committee worked with our Compensation Consultant throughout this process. Additionally, the Committee reviewed vesting terms with respect to stock option grants as well as RSUs to ensure the Company remains consistent with industry benchmarks and that continue to be valued by employees. As a consequence, the Committee recommended to our Board, and the Board approved: •changes to the standard vesting requirements for stock options granted to employees such that they 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 exclude (1) any reduction for ASC 718 (Accounting for Share-Based Compensation related to stock options only), and (2) the product of (X) any amount of the Company’s consolidated income that is attributable to any consolidated entity in accordance with ASC 810 (Consolidation) that is a less than wholly-owned entity and (Y) the percentage of non-controlling equity of any such entity that is a less than wholly-owned entity, 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 •changes to the standard vesting requirements for RSUs granted to employees such that they vest in three equal installments on the anniversary of the grant date of such award.
Equity grant practices
Equity grant practices 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 and may vest 100% on the third anniversary of the grant, in equal tranches over a three-year period, or such other conditions as the Committee believes is appropriate given the individual situation and intended purpose of the award.
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.
Potential payments on termination
| 2026 Proxy Statement | SEI | 39 |
Potential payments on termination
| Compensation committee report |
Potential payments on termination
Notwithstanding anything to the contrary, this Compensation Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 as amended (the “Exchange Act”) except to the extent that we specifically incorporate this information by reference, and this information shall not be deemed filed under such Acts. The members of the Committee consist of Karin A. Risi (Chair), Jonathan A. Brassington, Carl A. Guarino and Kathryn M. McCarthy, each of whom is an independent director as defined in the rules of The NASDAQ Stock Market LLC. The Committee operates under a Charter approved by the Board which states that among the purposes of the Committee are to establish and periodically review our compensation philosophy and the adequacy of compensation plans and programs for executive officers and our other employees; to establish compensation arrangements and incentive goals for executive officers and to administer compensation plans; to review the performance of the executive officers and award incentive compensation and adjust compensation arrangements as appropriate based upon performance; to review and monitor management development and succession plans and activities; and to prepare the report on executive compensation for inclusion in our annual proxy statement in accordance with the Securities and Exchange Commission Rules and Regulations. The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and, based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. Compensation Committee: Karin A. Risi (Chair) Jonathan A. Brassington Carl A. Guarino Kathryn M. McCarthy
Potential payments on termination
| 40 | SEI | 2026 Proxy Statement |
Potential payments on termination
Executive compensation. The Summary Compensation Table set forth below summarizes total compensation of our Chief Executive Officer, Chief Financial and Chief Operating Officer and our three other most highly compensated executive officers for services rendered in all capacities for the last three years ended December 31, 2025.
Potential payments on termination
| Summary compensation table |
Potential payments on termination
| 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 | 2025 | 850,000 | 6,599,942 | 2,150,032 | 2,200,000 | 19,230 | 11,819,204 | | Chief Executive Officer | 2024 | 850,000 | 3,532,500 | 2,164,500 | 2,200,000 | 19,030 | 8,766,030 | | | 2023 | 750,000 | 1,556,000 | 1,860,000 | 1,750,000 | 18,430 | 5,934,430 | | Sean J. Denham(6) | 2025 | 750,000 | 1,119,160 | 1,100,082 | 1,870,000 | 19,662 | 4,858,904 | | Chief Financial and | 2024 | 591,346 | 928,688 | 4,392,000 | 1,480,417 | 18,132 | 7,410,583 | | Chief Operating Officer | | | | | | | | | Sanjay K. Sharma(7) | 2025 | 650,000 | 1,075,830 | 1,322,522 | 1,100,000 | 19,676 | 4,168,028 | | Executive Vice President — | | | | | | | | | CEO of SEI International and | | | | | | | | | Global Head of Private Banking | | | | | | | | | Michael F. Lane(6) | 2025 | 700,000 | 1,134,006 | 740,028 | 1,500,000 | 20,742 | 4,094,776 | | Executive Vice President — | 2024 | 201,923 | 1,197,193 | 2,630,460 | 600,000 | 1,601 | 4,631,177 | | Head of Global Asset Management | | | | | | | | | Philip N. McCabe | 2025 | 650,000 | 1,078,650 | 700,022 | 1,100,000 | 20,918 | 3,549,590 | | Executive Vice President — | 2024 | 650,000 | 847,800 | 606,060 | 1,100,000 | 20,718 | 3,224,578 | | Head of Investment Managers | 2023 | 650,000 | 389,000 | 248,000 | 900,000 | 20,118 | 2,207,118 |
Potential payments on termination
(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, 2025. (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, 2025. (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. (6)Neither Mr. Denham nor Mr. Lane were a named executive officer prior to 2024. (7)Mr. Sharma was not a named executive officer prior to 2025.
Potential payments on termination
| 2026 Proxy Statement | SEI | 41 |
Potential payments on termination
| Grants of plan-based awards |
Potential payments on termination
The following table discloses certain information concerning options and stock awards granted during 2025 to each of our named executive officers who received any such award during 2025.
Potential payments on termination
| 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 | 12/12/2025 | 25,904 | | | 2,150,032 | | | Options | 12/12/2025 | | 288,333 | 83.00 | 6,599,942 | | Sean J. Denham | RSUs | 12/12/2025 | 13,254 | | | 1,100,082 | | | Options | 12/12/2025 | | 49,000 | 83.00 | 1,119,160 | | Sanjay K. Sharma | RSUs | 12/12/2025 | 15,934 | | | 1,322,522 | | | Options | 12/12/2025 | | 47,000 | 83.00 | 1,075,830 | | Michael F. Lane | RSUs | 12/12/2025 | 8,916 | | | 740,028 | | | Options | 12/12/2025 | | 49,650 | 83.00 | 1,134,006 | | Philip N. McCabe | RSUs | 12/12/2025 | 8,434 | | | 700,022 | | | Options | 12/12/2025 | | 47,000 | 83.00 | 1,078,650 |
Potential payments on termination
(1)All stock awards granted to our named executive officers in 2025 were RSUs granted upon the approval of the Committee under our 2024 Omnibus Equity Compensation Plan. RSUs awarded in 2025 vest ratably during the vesting period and are not based on the achievement of performance targets. (2)All stock options granted to our named executive officers in 2025 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. (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, 2025. (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, 2025.
Potential payments on termination
| 42 | SEI | 2026 Proxy Statement |
Potential payments on termination
| Employment arrangements of our named executive officers |
Potential payments on termination
We entered into an employment agreement with Mr. Hicke on March 31, 2022, when he was appointed to serve as our Chief Executive Officer beginning on June 1, 2022. His compensation in 2025 was determined in accordance with that employment agreement, which had a term from June 1, 2022 through June 1, 2026. As previously disclosed, on January 13, 2026 we entered into a new agreement with Mr. Hicke with a term ending on June 1, 2031, which replaced his former agreement. This section describes the terms of the new agreement. Under his current agreement, Mr. Hicke will receive (i) an annual salary of $900,000 (which may be increased, but not decreased, during the term of the agreement) and (ii) an annual target bonus opportunity of $2,700,000, commencing in fiscal year 2026, based on individual and/or Company performance as determined by our Compensation Committee, which annual target amount may be increased at the discretion of the Compensation Committee during the term of the agreement. The agreement also provides that for each year during the term of the agreement, Mr. Hicke will be eligible to receive an annual equity grant in such form and on such terms as the Board or Compensation Committee deems appropriate. Pursuant to the agreement, Mr. Hicke will receive the following severance benefits if his employment is terminated by the Company other than for Cause (as defined in the agreement), death or disability and he executes and does not revoke a general release of claims: (i) the accrued obligations as defined in the agreement; (ii) an amount equal to (x) one and one-half times his base salary as of the termination date and (y) one and one-half times his annual bonus for the year of termination, payable in payroll installments during the 18-month period following the year of termination; and (iii) accelerated full vesting of any then outstanding unvested equity awards. If Mr. Hicke’s employment is terminated as a result of his death or disability, he will receive (i) the accrued obligations and (ii) accelerated full vesting of any then outstanding unvested equity awards. Mr. Hicke will be subject to covenants not to compete with the Company or solicit its employees or customers during his employment and for a period of 18 months following termination of employment for any reason, as well as confidentiality covenants. Mr. Denham is party to an employment agreement with a term from March 18, 2024 through March 18, 2028. Under this agreement, Mr. Denham will receive (i) an annual salary of $750,000 and (ii) an annual target bonus opportunity of $1,700,000, commencing in fiscal year 2024, based on individual and/or Company performance as determined by our Compensation Committee. This amount was guaranteed for fiscal year 2024, prorated for the length of Mr. Denham’s service in 2024. The agreement provided for an initial restricted stock unit grant (the “Staking Grant”) to Mr. Denham of 45,000 shares of the Company’s common stock, vesting over three years in equal annual installments on the first three anniversaries of March 18, 2024, provided that Mr. Denham remains employed through the applicable vesting date. The agreement also provides that, commencing in December 2024 and for each year during the term of the agreement, Mr. Denham will be eligible to receive annual equity grants in such form and on such terms as the Board or Compensation and Committee deems appropriate. Notwithstanding the annual equity grants, the agreement provides for an option grant of 22,500 shares of the Company’s common stock as soon as practicable following March 18, 2024, as well as a grant of 15,000 restricted stock units and an option to purchase 22,5000 shares of the Company’s common stock in December 2024. Pursuant to the agreement, Mr. Denham will receive the following severance benefits if his employment is terminated by the Company other than for Cause (as defined in the agreement), death or disability and he executes and does not revoke a general release of claims: (i) the accrued obligations as defined in the agreement; (ii) an amount equal to the sum of (x) the amount of Mr. Denham’s annual base salary as of the termination date and (y) the amount of Mr. Denham’s target annual bonus for the year of termination; (iii) accelerated full vesting of the Staking Grant and (iv) an extension of the exercise period of any then vested options to purchase shares of Common Stock to the then remaining term of such vested options. If Mr. Denham’s employment is terminated as a result of his death or disability, he will receive (i) the accrued obligations; (ii) accelerated full vesting of the Staking Grant and (iv) an extension of the exercise period of any then vested options to purchase shares of Common Stock to the then remaining term of such vested options. Mr. Denham will be subject to covenants not to compete with the Company or solicit its employees or customers during his employment and for a period of 12 months following termination of employment for any reason, as well as confidentiality covenants.
Potential payments on termination
| 2026 Proxy Statement | SEI | 43 |
Potential payments on termination
| Outstanding equity awards at year-end |
Potential payments on termination
The following table reflects outstanding options and stock awards held by our named executive officers as of December 31, 2025.
Potential payments on termination
| 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 | 12/12/2017 | 25,000 | — | 71.12 | 12/12/2027 | | | | | 12/11/2018 | 35,000 | — | 48.47 | 12/11/2028 | | | | | 12/9/2019 | 40,000 | — | 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 | | | | | 10,000 | 820,200 | | | 12/5/2022 | 50,000 | 50,000 | 61.81 | 12/5/2032 | | | | | 12/15/2023 | 50,000 | 50,000 | 62.00 | 12/15/2033 | 30,000 | 2,460,600 | | | 12/12/2024 | — | 150,000 | 86.58 | 12/12/2034 | 25,000 | 2,050,500 | | | 12/12/2025 | — | 288,333 | 83.00 | 12/12/2035 | 25,904 | 2,124,646 | | Sean J. Denham | 3/18/2024 | 11,250 | 11,250 | 68.74 | 3/18/2034 | 30,000 | 2,460,600 | | | 12/12/2024 | — | 22,500 | 86.58 | 12/12/2034 | 15,000 | 1,230,300 | | | 12/12/2025 | — | 49,000 | 83.00 | 12/12/2035 | 13,254 | 1,087,093 | | Sanjay K. Sharma | 12/13/2016 | 25,000 | — | 49.63 | 12/13/2026 | | | | | 12/12/2017 | 20,000 | — | 71.12 | 12/12/2027 | | | | | 12/11/2018 | 20,000 | — | 48.47 | 12/11/2028 | | | | | 12/9/2019 | 20,000 | — | 64.43 | 12/9/2029 | | | | | 12/8/2020 | 35,000 | — | 56.54 | 12/8/2030 | | | | | 12/10/2021 | 11,250 | 11,250 | 60.46 | 12/10/2031 | | | | | 12/5/2022 | 12,500 | 12,500 | 61.81 | 12/5/2032 | | | | | 12/15/2023 | 12,500 | 12,500 | 62.00 | 12/15/3033 | 4,000 | 328,080 | | | 12/12/2024 | — | 36,000 | 86.58 | 12/12/2034 | 7,000 | 574,140 | | | 12/12/2025 | — | 47,000 | 83.00 | 12/12/2035 | 15,934 | 1,306,907 | | Michael F. Lane | 9/16/2024 | 10,000 | 10,000 | 62.00 | 9/16/2034 | 20,000 | 1,640,400 | | | 12/12/2024 | — | 36,000 | 86.58 | 12/12/2034 | 7,000 | 574,140 | | | 12/12/2025 | — | 49,650 | 83.00 | 12/12/2035 | 8,916 | 731,290 | | Philip N. McCabe | 12/13/2016 | 30,000 | — | 49.63 | 12/13/2026 | | | | | 12/12/2017 | 25,000 | — | 71.12 | 12/12/2027 | | | | | 12/11/2018 | 35,000 | — | 48.47 | 12/11/2028 | | | | | 12/9/2019 | 40,000 | — | 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 | | | | | 12/15/2023 | 12,500 | 12,500 | 62.00 | 12/15/2033 | 4,000 | 328,080 | | | 12/12/2024 | — | 36,000 | 86.58 | 12/12/2034 | 7,000 | 574,140 | | | 12/12/2025 | — | 47,000 | 83.00 | 12/12/2035 | 8,434 | 691,757 |
Potential payments on termination
(1)All options granted on December 12, 2025 vest on December 31 of the year in which we attain adjusted pre-tax earnings per share of $8.34 or more, but not earlier than the second anniversary of the date of the grant. 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:
Potential payments on termination
| Option expiration date | 50% Exercisable when adjusted pre-tax earnings per share exceeds | 100% Exercisable when adjusted pre-tax earnings per share exceeds | | 12/10/2031 | Vested | $7.00 | | 12/5/2032 | Vested | $6.25 | | 12/15/2033 | Vested | $7.10 | | 3/18/2034 | $5.25 | $7.10 | | 9/16/2034 | $5.25 | $7.10 |
Potential payments on termination
| 44 | SEI | 2026 Proxy Statement |
Potential payments on termination
(2)RSUs generally vest in a single tranche on the third anniversary of the date of grant. Beginning in December 2025, all RSUs granted vest ratably during the vesting period. Market value is calculated based on the closing price of the Company’s common stock on December 31, 2025 (the last trading day of the year) of $82.02 as reported by the NASDAQ Stock Market, LLC. The following table indicates the dates when the RSUs held by each of our named executive officers vest:
Potential payments on termination
| Vesting date | Ryan P. Hicke | Sean J. Denham | Sanjay K. Sharma | Michael F. Lane | Philip N. McCabe | | 3/18/2026 | — | 15,000 | — | — | — | | 3/31/2026 | 10,000 | — | — | — | — | | 9/16/2026 | — | — | — | 10,000 | — | | 12/12/2026 | 8,634 | 4,418 | 5,311 | 2,972 | 2,811 | | 12/15/2026 | 30,000 | — | 4,000 | — | 4,000 | | 3/18/2027 | — | 15,000 | — | — | — | | 9/16/2027 | — | — | — | 10,000 | — | | 12/12/2027 | 33,635 | 19,418 | 12,311 | 9,972 | 9,811 | | 12/12/2028 | 8,635 | 4,418 | 5,312 | 2,972 | 2,812 |
Potential payments on termination
| Option exercises and stock awards vested table |
Potential payments on termination
The following table presents information regarding stock options exercised and stock awards vested for our named executive officers during 2025.
Potential payments on termination
| Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($) | | Ryan P. Hicke | 59,000 | 2,073,905 | 10,000 | 771,100 | | Sean J. Denham | — | — | 15,000 | 1,124,400 | | Sanjay K. Sharma | 20,000 | 601,234 | 2,500 | 203,125 | | Michael F. Lane | — | — | 10,000 | 866,000 | | Philip N. McCabe | 24,000 | 676,133 | 2,500 | 203,125 |
Potential payments on termination
(1)See caption “2025 Equity Awards” in the Compensation Discussion and Analysis for details regarding vesting of stock awards.
Potential payments on termination
| Potential payments on termination |
Potential payments on termination
As discussed above, Mr. Hicke’s employment agreement entered into in 2022, when he became our Chief Executive Officer, was replaced in January 2026 by an new employment agreement. Both agreements, among other things, provide for certain compensation and benefits that are in addition to those provided by us pursuant to those plans and arrangements available to our employees generally, and those that are customarily (but not required to be) extended to those executive officers terminated without cause or in the event of their death or disability. As required by applicable rules of the Securities and Exchange Commission, the following table presents amounts to which Mr. Hicke would have been entitled as of December 31, 2025, which were thus calculated in accordance with his 2022 employment agreement. This agreement provided that if he were to be terminated without cause prior to June 1, 2026, and he executes and does not revoke a general release of claims, then in addition to those benefits generally provided by us to our employees pursuant to those plans and arrangements available to our executive officers generally and those that are customarily (but not required to be) extended to departing executive officers, Mr. Hicke will receive: •an amount equal to any accrued obligations he is owed under the terms of his employment agreement; and •an amount (the “Severance Amount”) equal to the sum of (x) one and one-half times his base salary as of the termination date, plus (y) one and one-half times his annual bonus for the year of termination, which Severance Amount would be payable in equal payroll installments during the 18-month period following the year of termination.
Potential payments on termination
| 2026 Proxy Statement | SEI | 45 |
Potential payments on termination
Mr. Hicke’s 2022 employment agreement also provided that in addition to the benefits customarily (but not required to be) extended to departing executive officers if he is terminated without cause or his employment ceases for death or disability, any portion of the 40,000 RSU grant received at the time of his promotion to Chief Executive Officer that has not vested at the time of such departure will accelerate and the Shares issuable thereunder will be issued to Mr. Hicke and such shares will be tradeable without restriction. Any options to purchase Shares that have been or may be granted to Mr. Hicke are not subject to the accelerated vesting or extended exercise period provisions of his 2022 employment agreement and would be treated in the same manner as have those options held by other departing executive officers. Pursuant to the terms of his 2022 employment agreement, Mr. Hicke will be subject to covenants not to compete with the Company or solicit its employees or customers during his employment and for a period of 18 months following termination of employment for any reason, as well as confidentiality covenants. The following table illustrates our estimates of the potential value of the payments and benefits to which Mr. Hicke would be entitled to receive upon a termination of his employment without cause or upon his death or disability pursuant to his 2022 employment agreement that are in addition to those benefits customarily extended to departing executive officers, in either case as of December 31, 2025. The amounts that Mr. Hicke would receive in an actual termination can only be determined at the time the event occurs.
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) | 820,200 | 820,200 |
Potential payments on termination
(1)The calculation is 1.5 times Mr. Hicke’s base salary for 2025 per the terms of his 2022 employment agreement and does not include the amount of any accrued but unpaid base salary or vacation through the date of termination that may be payable to Mr. Hicke at the time of termination. (2)The calculation is 1.5 times Mr. Hicke’s incentive compensation target for 2025, per the terms of his employment agreement. (3)The aggregate value is based on the closing market price of the Shares on December 31, 2025 ($82.02). As of December 31, 2025, 10,000 Shares underlying Mr. Hicke’s 40,000 RSU Staking Grant had not yet vested. Under Mr. Hicke’s January 2026 employment agreement, Mr. Hicke is entitled to receive, subject to entering into and not revoking, a release agreement with us, the following severance benefits if his employment is terminated by the Company other than for Cause (as defined in the Employment Agreement), death or disability: (i) the accrued obligations as defined in the agreement; (ii) an amount equal to (x) one and one half times his base salary as of the termination date and (y) one and one half times his annual bonus for the year of termination, payable in payroll installments during the 18-month period following the year of termination; and (iii) accelerated full vesting of any then outstanding unvested equity awards. If Mr. Hicke’s employment is terminated as a result of his death or disability, subject to the execution of the necessary release agreement, he, or his estate, will receive (i) the accrued obligations as defined in the agreement and (ii) accelerated full vesting of any then outstanding unvested equity awards. In the event of termination without Cause, or for death or disability, unexercised options owned by Mr. Hicke will remain exercisable for a period of 18 months following termination. In the event Mr. Hicke’s employment is terminated without Cause, or he terminates his employment for Good Reason (as defined in the agreement), within 24 months after a Change in Control (as defined in the agreement), Mr. Hicke will receive the following severance benefits: (i) the accrued obligations as defined in the agreement; (ii) an amount equal to (A) the product of 1.5 multiplied by the sum of (x) his base salary as of the termination date, plus (y) his target bonus for the year in which the termination date occurs, plus, (B) the product of the amount of his then applicable target annual bonus multiplied by a fraction, the numerator of which of is the number of days Mr. Hicke was employed by the Company in the calendar year of his termination date, and the denominator of which is 365; and (iii) full accelerated vesting. In the event Mr. Hicke’s employment is terminated without Cause, or he terminates his employment for Good Reason, within 24 months after a Change in Control, the exercise period for any equity awards owned by Mr. Hicke will be automatically extended until the shorter of (1) the remaining term of such award, and (2) the date that is 365 days from the date of his termination. Mr. Denham, our Chief Financial and Chief Operating Officer, also has an employment agreement. Mr. Denham’s employment agreement provides for certain compensation and benefits that are in addition to those provided by us
Potential payments on termination
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Potential payments on termination
pursuant to those plans and arrangements available to our employees generally and those that are customarily (but not required to be) extended to those executive officers terminated without cause or in the event of their death or disability. Mr. Denham’s employment agreement provides that if he is terminated without cause or resigns for Good Reason, as defined in his employment agreement, prior to March 18, 2028, then in addition to those benefits generally provided by us to our employees pursuant to those plans and arrangements available to our executive officers generally and those that are customarily (but not required to be) extended to departing executive officers, Mr. Denham will receive: •an amount equal to the accrued obligations he is owed under the terms of his employment agreement; and •an amount (the “Denham Severance Amount”) equal to the sum of (x) the amount of his annual base salary as of the termination date and (y) the amount of his target annual bonus for the year of termination, which Denham Severance Amount would be payable in equal payroll installments during the 18-month period following the year of termination. Mr. Denham’s employment agreement also provides that in addition to the benefits customarily (but not required to be) extended to departing executive officers if he is terminated without cause or his employment ceases for death or disability, any portion of the 45,000 RSU Staking Grant that has not vested at the time of such departure will accelerate and the Shares issuable thereunder will be issued to Mr. Denham and such shares will be tradeable without restriction. The exercise period for any vested stock options then held by Mr. Denham will be automatically extended to the termination date of the relevant options. Pursuant to the terms of his employment agreement, Mr. Denham will be subject to covenants not to compete with the Company or solicit its employees or customers during his employment and for a period of 12 months following termination of employment for any reason, as well as confidentiality covenants. The following table illustrates our estimates of the potential value of the payments and benefits to which Mr. Denham would be entitled to receive upon a termination of his employment without cause or upon his death or disability pursuant to his employment agreement that are in addition to those benefits customarily extended to departing executive officers, in either case as of December 31, 2025. The amounts that Mr. Denham would receive in an actual termination can only be determined at the time the event occurs.
Potential payments on 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) | 2,460,600 | 2,460,600 |
Potential payments on termination
(1)The calculation is Mr. Denham’s base salary for 2025 and does not include the amount of any accrued but unpaid base salary or vacation through the date of termination that may be payable to Mr. Denham at the time of termination. (2)The calculation is based on the $1,700,000 annual incentive compensation target agreed in Mr. Denham’s employment agreement. (3)The aggregate value is based on the closing market price of the Shares on December 31, 2025 ($82.02). As of December 31, 2025, 30,000 Shares underlying Mr. Denham’s RSU Staking Grant had not yet vested. In May 2024, we adopted an Executive Severance and Change of Control Plan (the “Severance Plan”). Under the Severance Plan, each executive permitted to participate in accordance with the Severance Plan’s terms will be entitled to receive the payments and benefits described below in the event the executive is subject to a Qualifying Termination. Messrs. Denham, Lane, Sharma and McCabe participate in the Severance Plan. Defined terms used in the following discussion of the Severance Plan have the respective meanings given to such terms in the Severance Plan. Under the Severance Plan, if the executive is terminated without Cause or the executive resigns for Good Reason, the executive shall receive: (i) a cash payment equal to the sum of (x) the product of 1.5 times the sum of (a) the executive’s Annual Base Salary in effect as of the Termination Date, plus (b) the executive’s Target Bonus for the year in which the Termination Date occurs, plus (y) the executive’s Pro-Rata Target Bonus for the year in which the Termination Date occurs; (ii) all unvested Options and Stock Appreciation Rights held by the executive as of the Termination Date shall continue to vest for a period of 24 months from the Termination Date; (iii) the exercise period for all vested Options and Stock Appreciation Rights held by the executive as of the Termination Date and any unvested Options and Stock Appreciation Rights held as of the Termination Date that become vested during the 24-month period after the Termination shall, in each case, be exercisable for a period equal to the shorter of (a) the 27-month period after the Termination Date, and (b) the then remaining term of the relevant Option or Stock Appreciation Right; (iv) any unvested Stock Units shall vest on a pro-rata basis determined by using a fraction, the numerator of which shall be the number of months an
Potential payments on termination
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Potential payments on termination
individual Stock Unit award has been held and the denominator of which shall be the total number of months that the individual Stock Unit Award must be held until it vests; and (v) continued participation in the Company’s health and dental plans with monthly premiums to be paid by the Company for 18 months. If the executive is terminated as a result of Disability: (i) an amount equal to the executive’s Pro-Rata Target Bonus; (ii) full vesting of all unvested Stock Units held by the executive as of the Termination Date; (iii) full vesting of all unvested Options and Stock Appreciation Rights held by the executive on the Termination Date; and (iv) all vested Options and Stock Appreciation Rights held by the executive on the Termination Date (including those for which the vesting was accelerated pursuant to the foregoing (clause (iii)) shall be exercisable for a period equal to the shorter of (a) the 12-month period after the Termination Date, and (b) the then remaining term of the relevant Option or Stock Appreciation Right. If the executive is terminated as a result of death: (i) an amount equal to the executive’s Target Bonus for the year in which the Termination Date occurs; (ii) full vesting of all unvested Stock Units held by the executive as of the Termination Date; (iii) full vesting of all unvested Options and Stock Appreciation Rights held by the executive on the Termination Date; and (iv) all vested Options and Stock Appreciation Rights held by the executive on the Termination Date (including those for which the vesting was accelerated pursuant to the foregoing (clause (iii)) shall be exercisable for a period equal to the shorter of (a) the 12-month period after the Termination Date, and (b) the then remaining term of the relevant Option or Stock Appreciation Right. If the executive terminated as a result of Retirement: all unvested Stock Units, Options, and Stock Appreciation Rights held by the executive shall continue to vest and be exercisable as if the executive remained employed with the Company, subject to the executive’s compliance with all Restrictive Covenant Obligations after the Termination Date. If the executive experiences a Qualifying Termination or Retirement during a Change of Control Period: (i) a cash payment equal to the product of 1.5 times the sum of (a) the executive’s Annual Base Salary in effect as of the Termination Date, plus (b) the executive’s Target Bonus for the year in which the Termination Date occurs, plus, (c) the Pro-Rata Target Bonus for the year in which the Termination Date occurs; (ii) full vesting of all unvested Stock Units, Options, and Stock Appreciation Rights held by the executive as of the Termination Date, subject to the adjustments described herein, and (iii) continued participation in the Company’s health and dental plans with monthly premiums to be paid by the Company for 18 months, provided the executive elects continuation coverage pursuant to Section 4980B of the Code and related guidance. All Options and Stock Appreciation Rights which are fully vested as of the executive’s Termination Date shall be exercisable during the 12-month period immediately following the Termination Date. An executive’s receipt of payments and benefits under the Severance Plan will be conditioned upon the executive’s execution and non-revocation of a general waiver and release of claims in favor of the Company. The Company may amend or terminate the Severance Plan at any time; provided, however, that no such termination or amendment may materially and adversely affect any rights of any executive that is entitled to participate in the Severance Plan who has incurred a Qualifying Termination prior to the date of such termination or amendment; and provided, further that the Severance Plan cannot be terminated or materially amended during the 24-month period beginning on the date of a Change of Control. The following table illustrates our estimates of the potential value of the payments and benefits to which Mr. Denham would be entitled to receive under the Severance Plan, assuming the applicable termination occurred as of December 31, 2025.
Potential payments on 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 | — | — | — | — | 3,400,000(3) | | RSUs-accelerated | — | — | — | — | 4,777,993(4) |
Potential payments on termination
(1)In the event of Mr. Denham’s termination without cause or resignation for good reason, disability or death, payments and benefits would be provided by the Company according to his employment agreement. (2)The calculation is 1.5 times Mr. Denham’s annual base salary for 2025 per the terms of the Severance Agreement and does not include the amount of any accrued but unpaid base salary or vacation through the date of termination that may be payable to Mr. Denham at the time of termination. (3)The calculation is Mr. Denham’s incentive compensation target for 2025 plus the pro-rata incentive compensation for 2025, per the terms of the Severance Agreement.
Potential payments on termination
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Potential payments on termination
(4)The calculation is the amount of Mr. Denham’s unvested RSUs that would vest per the terms of the Severance Agreement multiplied by the closing market price of the Shares on December 31, 2025 ($82.02). The following table illustrates our estimates of the potential value of the payments and benefits to which Mr. Lane would be entitled to receive under the Severance Plan, assuming the applicable termination occurred as of December 31, 2025.
Potential payments on termination
| Benefits and payments upon termination | Termination without cause or resignation for good reason ($) | Disability ($) | Death ($) | Retirement ($) | Qualifying termination following change of control ($) | | Cash severance-salary | 1,050,000(1) | — | — | — | 1,050,000(1) | | Cash severance-bonus | 3,000,000(2) | 1,500,000(3) | 1,500,000(4) | — | 3,000,000(2) | | RSUs-accelerated(5) | 1,155,903 | 2,945,830 | 2,945,830 | — | 2,945,830 |
Potential payments on termination
(1)The calculation is 1.5 times Mr. Lane’s annual base salary for 2025 per the terms of the Severance Agreement and does not include the amount of any accrued but unpaid base salary or vacation through the date of termination that may be payable to Mr. Lane at the time of termination. (2)The calculation is Mr. Lane’s incentive compensation target for 2025 plus the pro-rata incentive compensation for 2025, per the terms of the Severance Agreement. (3)The calculation is Mr. Lane’s pro-rata incentive compensation for 2025, per the terms of the Severance Agreement. (4)The calculation is Mr. Lane’s incentive compensation target for 2025 per the terms of the Severance Agreement. (5)The calculation is the amount of Mr. Lane’s unvested RSUs that would vest per the terms of the Severance Agreement multiplied by the closing market price of the Shares on December 31, 2025 ($82.02). The following table illustrates our estimates of the potential value of the payments and benefits to which Mr. Sharma would be entitled to receive under the Severance Plan, assuming the applicable termination occurred as of December 31, 2025.
Potential payments on termination
| Benefits and payments upon termination | Termination without cause or resignation for good reason ($) | 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) | 501,715 | 2,209,127 | 2,209,127 | — | 2,209,127 |
Potential payments on termination
(1)The calculation is 1.5 times Mr. Sharma’s annual base salary for 2025 per the terms of the Severance Agreement and does not include the amount of any accrued but unpaid base salary or vacation through the date of termination that may be payable to Mr. Sharma at the time of termination. (2)The calculation is Mr. Sharma’s incentive compensation target for 2025 plus the pro-rata incentive compensation for 2025, per the terms of the Severance Agreement. (3)The calculation is Mr. Sharma’s pro-rata incentive compensation for 2025, per the terms of the Severance Agreement. (4)The calculation is Mr. Sharma’s incentive compensation target for 2025 per the terms of the Severance Agreement. (5)The calculation is the amount of Mr. Sharma’s unvested RSUs that would vest per the terms of the Severance Agreement multiplied by the closing market price of the Shares on December 31, 2025 ($82.02). The following table illustrates our estimates of the potential value of the payments and benefits to which Mr. McCabe would be entitled to receive under the Severance Plan, assuming the applicable termination occurred as of December 31, 2025.
Potential payments on termination
| Benefits and payments upon termination | Termination without cause or resignation for good reason ($) | 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) | 470,388 | 1,593,977 | 1,593,977 | — | 1,593,977 |
Potential payments on termination
(1)The calculation is 1.5 times Mr. McCabe’s annual base salary for 2025 per the terms of the Severance Agreement and does not include the amount of any accrued but unpaid base salary or vacation through the date of termination that may be payable to Mr. McCabe at the time of termination.
Potential payments on termination
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Potential payments on termination
(2)The calculation is Mr. McCabe’s incentive compensation target for 2025 plus the pro-rata incentive compensation for 2025, per the terms of the Severance Agreement. (3)The calculation is Mr. McCabe’s pro-rata incentive compensation for 2025, per the terms of the Severance Agreement. (4)The calculation is Mr. McCabe’s incentive compensation target for 2025 per the terms of the Severance Agreement. (5)The calculation is the amount of Mr. McCabe’s unvested RSUs that would vest per the terms of the Severance Agreement multiplied by the closing market price of the Shares on December 31, 2025 ($82.02).
Potential payments on termination
| Pay ratio |
Potential payments on termination
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. As we had not undertaken a review since December 31, 2022, we chose December 31, 2025 as the date for establishing the employee population used in identifying the median employee and used fiscal 2025 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 2025 and permanent employees who were on leave during 2025 were assumed to have worked for the entire year. All U.S. and non-U.S. employees employed as of December 31, 2025 were captured. 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 2025 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.
Potential payments on termination
| Pay ratio | | | Annual total compensation of the median employee for 2025 | $123,976 | | Annual total compensation of the CEO for 2025 | $11,819,204 | | Ratio of annual total compensation of the median employee to the annual total compensation of CEO for 2025 | 95.3 |
Potential payments on termination
| Pay versus performance |
Potential payments on termination
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.
Potential payments on termination
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Potential payments on termination
| | 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) | | 2025 | 11,819,204 | N/A | 12,421,417 | N/A | 4,167,825 | 4,219,532 | 152.47 | 202.43 | 715,305 | 6.67 | | 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 |
Potential payments on termination
(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 2021 and for the period January 1, 2022, through May 31, 2022. (3)Compensation Actually Paid (“CAP”) for Mr. Hicke in 2025, 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 and 2021 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.
Potential payments on termination
| Year | 2021 | 2022 | 2022 | 2023 | 2024 | 2025 | | PEO | Alfred P. West, Jr. | Alfred P. West, Jr. | Ryan P. Hicke | Ryan P. Hicke | Ryan P. Hicke | Ryan P. Hicke | | SCT total compensation ($) | 2,367,239 | 2,469,653 | 6,402,465 | 5,934,430 | 8,766,030 | 11,819,204 | | Less: stock and option award values reported in SCT for the covered year ($) | (373,625) | (694,825) | (4,106,600) | (3,416,000) | (5,697,000) | (8,749,974) | | Plus: fair value for stock and option awards granted in the covered year ($) | 383,000 | 628,450 | 3,941,000 | 3,544,500 | 5,300,500 | 9,563,637 | | Change in fair value of outstanding unvested stock and option awards from prior years ($) | 49,500 | 50,075 | 63,350 | 95,800 | 4,395,010 | (12,900) | | Change in fair value of stock and option awards from prior years that vested in the covered year ($) | 49,500 | (75,375) | (75,375) | (16,600) | 557,650 | (198,550) | | Compensation actually paid ($) | 2,475,614 | 2,377,978 | 6,224,840 | 6,142,130 | 13,322,190 | 12,421,417 |
Potential payments on termination
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: 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 2025: Sean J. Denham, Sanjay K. Sharma, Michael F. Lane, Philip N. McCabe (6)Average CAP for our non-PEO named executive officers in each of 2025, 2024, 2023, 2022 and 2021 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.
Potential payments on termination
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Potential payments on termination
| Year | 2021 Average | 2022 Average | 2023 Average | 2024 Average | 2025 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 ($) | 1,991,178 | 3,494,008 | 3,050,860 | 3,894,017 | 4,167,825 | | Less: stock and option award values reported in SCT for the covered year ($) | (429,669) | (1,893,842) | (637,000) | (3,016,985) | (2,067,575) | | Plus: fair value for stock and option awards granted in the covered year ($) | 440,450 | 1,754,833 | 663,700 | 2,451,802 | 2,194,870 | | Change in fair value of outstanding unvested stock and option awards from prior years ($) | 176,488 | 52,694 | (11,369) | 672,205 | (13,569) | | Change in fair value of stock and option awards from prior years that vested in the covered year ($) | (16,421) | (75,375) | 14,250 | 667,560 | (62,019) | | Compensation actually paid ($) | 2,162,026 | 3,332,318 | 3,080,441 | 4,668,599 | 4,219,532 |
Potential payments on termination
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. (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 2025, 2024, 2023, 2022 and 2021, 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, 2025, 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 and 2021, respectively. This blended Industry Index is intended to reflect the relative contribution of the Company’s asset management and technology‑related services, rather than to represent a single‑industry peer group. The weighting of the blended Industry Index is based on the Company’s revenue mix for the applicable periods and is intended to provide a more meaningful performance comparison given its diversified operations. (9)Reflects net income attributable to SEI Investments Company 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, 2025, 2024, 2023, 2022 and 2021. (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).
Potential payments on termination
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Description of relationship between PEO and non-PEO NEO compensation actually paid
Description of relationship between PEO and non-PEO NEO compensation actually paid
Description of relationship between PEO and non-PEO NEO compensation actually paid and net income
Description of relationship between PEO and non-PEO NEO compensation actually paid and net income 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 Net Income during the five most recently completed fiscal years.
Description of relationship between PEO and non-PEO NEO compensation actually paid and net income
| • | PEO 1 (Ryan P. Hicke) CAP | • | PEO 2 (Alfred P. West, Jr.) CAP | • | Non-PEO NEO CAP | | Net Income |
Description of relationship between PEO and non-PEO NEO compensation actually paid and net income
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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