DEF 14A of Ridgepost Capital, Inc.
Filed Apr 24, 2024 · FY20230000950170-24-047664
Nominees for Election as Class III Directors at the Annual Meeting (Term to Expire 2027)
Nominees for Election as Class III Directors at the Annual Meeting (Term to Expire 2027)
Nominees for Election as Class III Directors at the Annual Meeting (Term to Expire 2027)
| Robert Alpert | | Title: Executive Chairman and Chairman of the Board | Age: 59 | Director Since: 2017 | | Career Highlights Mr. Alpert is one of the two directors designated by the 210 Group and served as the Company’s Chairman of the Board since 2017. He also served as the Company’s Co-Chief Executive Officer from 2017 until October 2023. Mr. Alpert brings to the board extensive investment and managerial experience. In addition to his role at P10, Mr. Alpert is also the co-founder and principal of 210 Capital. Additionally, he is the Chairman of the Board of Crossroads Impact Corp. and a director of Elah Holdings, lnc. Mr. Alpert is also a managing member of Merfax Financial Group, LLC, an investment fund and the controlling shareholder of Incline Insurance Group, LLC, a national property and casualty insurance company, and a director of Redpoint Insurance Group, LLC, an insurance holding company. He was formerly CEO (April 2019-September 2020) and Chairman of the Board of Globalscape, Inc., a software developer offering secure enterprise FTP solutions. Before founding 210 Capital, Mr. Alpert was the founder and portfolio manager of Atlas Capital Management, L.P. (October 1995 to September 2015). Mr. Alpert received a B.A. from Princeton University in 1987 and an M.B.A. from Columbia University in 1990. Committees: • N/A |
Nominees for Election as Class III Directors at the Annual Meeting (Term to Expire 2027)
| Travis Barnes | | Title: Director | Age: 48 | Director Since: 2021 | | Career Highlights Mr. Barnes brings to the board extensive experience in financial services and impact lending. Mr. Barnes is a Managing Director and Global Co-Head of Capital Markets, serving on the Investment Banking Management Team at Barclays, a multinational universal bank. Previously, he was the global head of Debt Capital Markets and Risk Solutions Group, which also included Securitized Products Origination, Sustainable Capital Markets, Loan Capital Markets and Global Finance Advisory. Mr. Barnes is the Chair of Barclays’ Americas Citizenship Council. He is based in New York and has worked at Barclays since 2006. He started his career at Morgan Stanley and worked in Debt Capital Markets, Corporate Finance and Mergers & Acquisitions, based in New York and Hong Kong. Mr. Barnes received a B.A., summa cum laude, in Economics and English from Lafayette College in 1998. He has served as a director of the Company since October 2021. Committees: • Audit • Compensation |
Nominees for Election as Class III Directors at the Annual Meeting (Term to Expire 2027)
| Luke A. Sarsfield III | | Title: Chief Executive Officer and Director | Age: 50 | Director Since: 2023 | | Career Highlights Mr. Sarsfield is the Company’s Chief Executive Officer, a position he has served in since October 2023. Prior to joining P10, Mr. Sarsfield worked at Goldman Sachs for over 23 years, where he held numerous senior leadership roles in asset management, including: Global Co-Head of Goldman Sachs Asset Management, Chief Commercial Officer of Asset and Wealth Management, and Global Co-Head of the Client Business within Goldman Sachs Asset Management. Previously, Mr. Sarsfield was a senior leader in Goldman Sachs’ Investment Banking Division, where he served as Global Head of the Financial Institutions Group, Global Chief Operating Officer of Investment Banking, and Co-Head of the Healthcare Group in the Americas. Additionally, he served as a member of the firm’s Management Committee and Partnership Committee. Mr. Sarsfield currently serves as Vice President of the Board of Trustees of the Montclair Kimberley Academy and Treasurer of the Board of Safe Horizon, the largest victim services agency in the United States. Mr. |
Nominees for Election as Class III Directors at the Annual Meeting (Term to Expire 2027)
| 2024 Proxy Statement | 7 |
Nominees for Election as Class III Directors at the Annual Meeting (Term to Expire 2027)
| Sarsfield earned an MBA from Harvard Business School and a BA, magna cum laude, from Harvard College. Committees: • N/A |
Continuing Class I Directors (Term Expires 2025)
Continuing Class I Directors (Term Expires 2025)
Continuing Class I Directors (Term Expires 2025)
| C. Clark Webb | | Title: Executive Vice Chairman and Director | Age: 43 | Director Since: 2017 | | Career Highlights Mr. Webb is one of the two directors designated by the 210 Group. He served as the Company’s Co-Chief Executive Officer from 2017 until October 2023 and as a director of the Company since 2017. Mr. Webb brings to the board extensive investment and managerial experience. In addition to his role at P10, Mr. Webb is also the Co-Founder and Principal of 210 Capital. Previously, Clark was co-founder and manager of P10 Capital Management, LP, a Co-Portfolio Manager of the Lafayette Street Fund and a Partner at Select Equity Group, L.P. Mr. Webb holds a BA from Princeton University (2003). Mr. Webb also currently serves as the chairman of the Board of Directors of each of Elah Holdings, Inc., an investment holding company, and Collaborative Imaging, LLC, a healthcare technology and management services organization, and as member of the Board of Directors of Crossroads Impact Corp. He was formerly a director of Globalscape, Inc., a software developer offering secure enterprise FTP solutions. Committees: • N/A |
Continuing Class I Directors (Term Expires 2025)
| Scott Gwilliam | | Title: Director | Age: 54 | Director Since: 2021 | | Career Highlights Mr. Gwilliam brings to the board extensive investment and industry experience. Mr. Gwilliam is a co-founder of Keystone Capital Management, a Chicago-based investment firm, where he has served as the Managing Partner since 2017. Mr. Gwilliam also currently serves as a director of CONSOR Engineers, an infrastructure engineering firm, VDA Holdings, a building sciences consultancy, Clearwater, a water operations and management company, Inspire 11, a leading digital transformation and data analytics firm, Merge, a full-service marketing agency, and Pinchin Holdings, an environmental, engineering, building science, and health & safety consulting firm. Prior to founding Keystone, Mr. Gwilliam was with Madison Dearborn Partners, a leading middle market private equity firm, and Kidder, Peabody & Company, a New York-based Investment Banking firm. Mr. Gwilliam received a B.S. degree in finance from the University of Virginia and a M.B.A. from Northwestern University. He has served as a director of the Company since October 2021. Committees: • Nominating and Corporate Governance (Chair) |
Continuing Class I Directors (Term Expires 2025)
| Edwin Poston | | Title: Director | Age: 57 | Director Since: 2021 | | Career Highlights Mr. Poston brings extensive private equity experience to the Board of Directors of the Company, where he has served as the director designated by TrueBridge Capital Partners LLC and certain of its affiliates since October 2021. He is a General Partner and co-founder of TrueBridge Capital Partners LLC, a principal operating brand of the Company. Prior to founding TrueBridge Capital Partners LLC, he was a Managing Director and Head of Private Equity at The Rockefeller Foundation, a private foundation to empower the world’s poor, where he focused particularly on private assets, including building and managing the Foundation’s venture capital and buyout portfolios both domestically and internationally. Prior to The Rockefeller Foundation, Mr. Poston was at Brandywine Trust Company, a multi-family office where he worked across a portfolio of more than $4 billion for a limited number of high-net-worth families and foundations. As the senior investment professional, he was responsible for all asset classes but spent the majority of his time on buyouts, venture capital, hedge funds, international equities, small cap equities, and concentrated portfolios. Prior to starting his career in private equity investing, Mr. Poston worked as an investment banker at NationsBanc Montgomery Securities (Bank of America Securities) and as an opportunistic real estate investor in Washington, D.C. Mr. Poston received a J.D. and M.B.A. from Emory University, and a B.A. from the University of North Carolina at Chapel Hill. Committees: • N/A |
Continuing Class I Directors (Term Expires 2025)
| 8 | P10, Inc. |
Continuing Class II Directors (Term Expires 2026)
Continuing Class II Directors (Term Expires 2026)
Continuing Class II Directors (Term Expires 2026)
| Tracey Benford | | Title: Director | Age: 55 | Director Since: 2024 | | Career Highlights Ms. Benford was appointed to the Board in April 2024. Ms. Benford is a retired partner and advisory director of Goldman Sachs & Co., where she was a partner since 2010 and spent over 25 years of her career. Ms. Benford has held senior leadership positions at Goldman Sachs including as head of the Global Markets Division in the Midwest, Canada and the Southern Region, and served on the Global Executive Committee for Global Markets and the Partnership committee. She currently serves on the boards of several non-profit organizations including United States Olympic and Paralympic Foundation (USOPF), the Lincoln Park Zoo, Team Impact, Positive Coaching Alliance and Uniting Voices of Chicago and sits on the advisory council of the Stanford Graduate School of Business. Ms. Benford holds an MBA from the Stanford University Graduate School of Business and a BA, with honors, in Mathematical Methods and Economics from Northwestern University. Committees: • Audit • Compensation (Chair) • Nominating and Corporate Governance |
Continuing Class II Directors (Term Expires 2026)
| David M. McCoy | | Title: Director | Age: 50 | Director Since: 2023 | | Career Highlights Mr. McCoy is the director designated by the RCP Group. Mr. McCoy is a Managing Partner and portfolio manager for the Firm’s co-investment funds and maintains broader activities throughout the investment function. Mr. McCoy is also on the Investment Committee and active as an Advisory Board member of various underlying funds and portfolio companies. He has been involved in the private equity industry since 1998. Prior to joining RCP, Mr. McCoy was a Partner at National City Equity Partners, the private equity/mezzanine arm of PNC Financial Services Group, Inc. He has prior private equity experience at Thayer Capital Partners, operational experience at Suntron Corporation, an electronics contract manufacturer, and investment banking experience at BT Alex Brown. Mr. McCoy received a BA in Economics from Princeton University and an MBA from The Wharton School at the University of Pennsylvania. Committees: • N/A |
Continuing Class II Directors (Term Expires 2026)
| Robert B. Stewart, Jr. | | Title: Director | Age: 58 | Director Since: 2021 | | Career Highlights Mr. Stewart brings to the board extensive experience in intellectual property, patent licensing, financial and public markets. Mr. Stewart currently serves as Chairman of the Board of PopID, a company that provides solutions for verifying an individual’s identity through facial recognition software. Mr. Stewart is the former President of Acacia Research Corporation, an industry leader in patent licensing. Mr. Stewart was an executive at Acacia for over two decades, helping to deliver hundreds of millions of dollars of value to Acacia’s patent partners. Mr. Stewart received a B.S. degree from the University of Colorado at Boulder. He has served on the Board of Directors of the Company since October 2021. Committees: • Audit (Chair) • Compensation • Nominating and Corporate Governance |
Continuing Class II Directors (Term Expires 2026)
| 2024 Proxy Statement | 9 |
Continuing Class II Directors (Term Expires 2026)
Each Class III director will be elected by a plurality of the votes cast at the annual meeting (assuming a quorum is present). The three nominees for Class III director receiving the highest number of affirmative votes will be elected. Consequently, any shares not voted at the annual meeting, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of the directors. Shares of common stock represented by executed, but unmarked, proxy cards will be voted in favor of the election as directors of the persons named as nominees in this Proxy Statement; provided that, if you hold your shares of our common stock through a broker-dealer, bank nominee, custodian or other securities intermediary, the intermediary will not vote those shares for the election of any nominee for director unless you give the intermediary specific voting instructions on a timely basis directing the intermediary to vote for such nominee. Each of the foregoing nominees has consented to be named in this Proxy Statement and agreed to serve as a director if elected. Our Board of Directors has no reason to believe that the listed nominees will be unable or unwilling to serve as directors if elected. However, if any nominee should be unable to serve or will not serve, then the shares represented by proxies received will be voted for another nominee selected by our Board of Directors.
Continuing Class II Directors (Term Expires 2026)
| | Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote “FOR” the election of each nominee for Class III Director to serve a term of three years under Proposal One |
Continuing Class II Directors (Term Expires 2026)
| 10 | P10, Inc. |
Continuing Class II Directors (Term Expires 2026)
Board Meetings; Corporate Governance; Committees and Membership
Certain Relationships and Related Party Transactions
| Name | Fees Paid in Cash | Stock Awards (1) | Total | | Scott Gwilliam | $25,000 | $150,000 | $175,000 | | Travis Barnes | $25,000 | $150,000 | $175,000 | | Robert B. Stewart, Jr. | $100,000(2) | $75,000 | $175,000 |
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information concerning the compensation earned for 2023 and 2022 by (i) our Chief Executive Officer, (ii) our two former Co-Chief Executive Officers, (iii) our Chief Financial Officer & Chief Compliance Officer and (iv) our Chief Operating Officer. The persons named in the table are also referred to in this Proxy Statement as the “named executive officers.”
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | All Other Compensation | Total | | Luke Sarsfield | 2023 | $190,972 | $— | $7,000,005 | $— | $94,673(7) | $7,285,651 | | Chief Executive Officer | | | | | | | | | Robert Alpert (5) | 2023 | $504,514 | $69,967 | $4,928,538 | $1,625,559 | $2,838,413(4) | $9,966,991 | | Former Co-Chief Executive Officer & Chairman | 2022 | $600,000 | $150,000 | $412,542 | $— | $52,575(4) | $1,215,117 | | C. Clark Webb (5) | 2023 | $504,514 | $69,967 | $5,828,537 | $1,625,559 | $2,839,816(4) | $10,868,392 | | Former Co-Chief Executive Officer | 2022 | $600,000 | $150,000 | $412,542 | $— | $40,228(4) | $1,202,770 | | Amanda Coussens | 2023 | $400,000 | $167,492 | $320,526 | $236,040 | $86,968(3) | $1,211,026 | | Chief Financial Officer & Chief Compliance Officer | 2022 | $400,000 | $162,500 | $103,136 | $203,013 | $46,313(3) | $914,962 | | William Souder (6) | 2023 | $600,000 | $69,967 | $1,428,530 | $975,559 | $524,445(3) | $3,598,500 | | Chief Operating Officer | 2022 | $600,000 | $150,000 | $412,542 | $— | $3,172,500(3) | $4,493,242 |
Summary Compensation Table
(1) The amounts reported in this column represent the aggregate value of the stock awards granted to our named executive officers in 2023 and 2022, based on their grant date fair value, as determined in accordance with the share-based payment accounting guidance under FASB ASC Topic 718, excluding the impact of estimated forfeitures related to service-based vesting. (2) The amounts reported in this column represent the grant-date fair value of stock option awards granted in 2023 and 2022, computed in accordance with U.S. GAAP pertaining to equity-based compensation. See “Compensation and Benefits” in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in Item 8 of our 2023 Form 10-K. (3) This amount includes: (i) payments received by such named executive officer in respect of the Company’s carried interest plans, excluding any such amounts received by such named executive officer from any funds that are not controlled by P10; and (ii) a negligible amount of premiums paid by the Company and 401k employer contributions. (4) This amount represents the amount of premiums paid by the Company and 401k employer contributions as well as severance payments. (5) Messrs. Alpert and Webb served as the Company's co-CEOs during 2022 and part of 2023. On October 23, 2023, Mr. Alpert transitioned to Executive Chairman and Chairman of the Board and Mr, Webb transitioned to Executive Vice Chairman and Director. (6) On February 9, 2024, the Company announced that William F. Souder will be retiring from the Company in May of 2024 and the Company provided notice of non-renewal of his employment agreement. See “—Services and Employment Agreements—William F. Souder” below. (7) This amount includes $80,000 of legal fees paid by P10 on behalf of Mr. Sarsfield associated with negotiations of his employment.
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following table sets forth information on outstanding stock options, restricted stock, and restricted stock unit awards held by the named executive officers at December 31, 2023, including the number of shares underlying both exercisable and unexercisable portions of each stock option, the exercise price and expiration date of each outstanding option and the market value of shares of restricted stock, and restricted stock units that have not vested based on the closing market price for our common stock on December 29, 2023, the last business day of our fiscal year, of $10.22.
Outstanding Equity Awards at December 31, 2023
| | Option Awards | | | | | | Stock Awards | | | | | Name | Year Granted | Number of Securities Underlying Unexercised Options – Exercisable | Number of Securities Underlying Unexercised Options – Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares of Stock That Have Not Vested | Market value of Shares of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested | | Luke Sarsfield | 2023(1) | — | — | — | $— | | 654,308 | $6,687,028 | — | — | | Robert Alpert | 2023(2) | 228,659 | — | — | $9.93 | 3/9/2033 | 10,753 | $109,896 | — | — | | | 2023(3) | 196,434 | — | — | $9.17 | 10/23/2033 | — | $— | — | — | | C. Clark Webb | 2023(2) | 228,659 | — | — | $9.93 | 3/9/2033 | 107,527 | $1,098,926 | — | — | | | 2023(3) | 196,434 | — | — | $9.17 | 10/23/2033 | — | — | — | — | | Amanda Coussens | 2023(2) | — | — | 55,325 | $9.93 | 3/9/2033 | 12,137 | $124,040 | — | — | | | 2023(4) | — | — | — | $— | | 21,506 | $219,791 | — | — | | William Souder | 2023(2) | — | — | 228,659 | $9.93 | 3/9/2033 | 143,860 | $1,470,249 | — | — |
Outstanding Equity Awards at December 31, 2023
(1) On October 23, 2023, 654,308 restricted stock units were granted to Mr. Sarsfield. The restricted stock units granted will vest on the first, second and third anniversaries of the grant date, subject to the recipient’s continuous service through such date. (2) On March 9, 2023, 228,659 stock options were granted to each of Messrs. Alpert, Webb, and Souder and 55,325 stock options were granted to Ms. Coussens with an exercise price of $9.93 per share. These options have a five-year vesting period and will be fully vested on March 9, 2028. Messrs. Alpert and Webb's options were fully vested upon their transition from Chief Executive Officer. These options expire ten years from the grant date on March 9, 2033. Also on March 9, 2023, Messrs, Alpert and Webb were granted 143,860 restricted stock units that were fully vested on thier transition date, October 23, 2023 and Ms. Coussens and Mr. Souder were granted 12,137 and 143,860 restricted stock units respectively that vested on March 9, 2024. (3) On October 23, 2023, 196,434 stock options were granted to Messrs. Alpert and Webb in accordance with their transition agreement with an exercise price of $9.17 per share. These options were fully vested on the grant date and will expire on October 23, 2033. On the same date, they were issued restricted stock units of 365,592 units each that vested immediately in accordance with their transition agreement. Finally, on the same day Mr. Alpert was granted 10,753 restricted stock units that will vest on October 23, 2024 and Mr. Webb was granted 107,527 restricted stock units that will vest on July 1, 2025. (4) On October 23, 2023, 21,506 restricted stock units were granted to Ms. Coussens. These units vest fully on October 23, 2024.