DEF 14A of Ridgepost Capital, Inc.
Filed Apr 28, 2025 · FY20240000950170-25-059342
Nominees for Election as Class I Directors at the Annual Meeting
Nominees for Election as Class I Directors at the Annual Meeting
Nominees for Election as Class I Directors at the Annual Meeting
| Jennifer Glassman | | Title: Director | Age: 54 | Director Since: 2025 | | Career Highlights Ms. Glassman is the Chief Financial Officer of Towerbrook Capital Partners, a position she has held since 2005. Ms. Glassman was previously a partner and CFO at Soros Private Equity, and she also served in a variety of financial control and reporting roles for Soros Fund Management LLC. Prior to joining Soros, Ms. Glassman was a senior manager at PricewaterhouseCoopers, LLP, where she worked in the Financial Services Business Assurance practice for over seven years. Ms. Glassman is a certified public accountant and earned her B.S. from the Wharton School of the University of Pennsylvania and received her M.B.A. from Columbia Business School. Committees: • Audit |
Nominees for Election as Class I Directors at the Annual Meeting
| Scott Gwilliam | | Title: Director | Age: 55 | 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. Prior to founding Keystone Capital, 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) |
Nominees for Election as Class I Directors at the Annual Meeting
| Edwin Poston | | Title: Director | Age: 58 | 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. 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 |
Nominees for Election as Class I Directors at the Annual Meeting
| 2025 Proxy Statement | 7 |
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: 56 | 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: 51 | 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: 59 | 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. Committees: • Audit (Chair) • Compensation • Nominating and Corporate Governance |
Continuing Class III Directors (Term Expires 2027)
Continuing Class III Directors (Term Expires 2027)
Continuing Class III Directors (Term Expires 2027)
| Travis Barnes | | Title: Director | Age: 49 | 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 |
Continuing Class III Directors (Term Expires 2027)
| 8 | P10, Inc. |
Continuing Class III Directors (Term Expires 2027)
| Stephen Blewitt | | Title: Director | Age: 65 | Director Since: 2025 | | Career Highlights Mr. Blewitt is the co-founder of Youth.Work.Connect., LLC, a mission-based organization created to help high school youth from underserved communities build social capital to promote economic mobility founded in September 2024. Mr. Blewitt served as the Chief Investment Officer (Private Markets) and Head of Private Markets at Manulife Investment Management from October 2018 to June 2023, where he was responsible for leading global investment teams across a wide range of asset classes, including private equity and credit, real estate, infrastructure, timber, and agriculture. Prior to that, Mr. Blewitt led Manulife’s private equity and credit business in the U.S. for almost 20 years. Mr. Blewitt earned his B.A. from the University of Chicago and received his M.B.A. from Boston University. Committees: • Compensation |
Continuing Class III Directors (Term Expires 2027)
| Luke A. Sarsfield III | | Title: Chief Executive Officer and Chairman of the Board| Age: 51 | Director Since: 2023 | | Career Highlights Mr. Sarsfield is the Company’s Chief Executive Officer, a position he has served in since October 2023, and Chairman of the Board, a position he has served in since June 2024. 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. Sarsfield earned an MBA from Harvard Business School and a BA, magna cum laude, from Harvard College. Committees: • N/A |
Certain Relationships and Related Party Transactions
| Name | Fees Earned in Cash | Stock Awards ($) (1) | Total | | Scott Gwilliam | $— | $175,000 | $175,000 | | Travis Barnes | $— | $175,000 | $175,000 | | Robert B. Stewart, Jr. | $— | $175,000 | $175,000 | | Tracey Benford | $29,167(2) | $225,000 | $254,167 |
Certain Relationships and Related Party Transactions
| Name | Salary | Stock Awards ($) | Total | | Robert Alpert | $45,833 | $— | $45,833 | | Clark Webb | $81,250 | $236,689 | $317,939 |
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information concerning the compensation earned for 2024 and 2023 by (i) our Chief Executive Officer, (ii) our Chief Financial Officer, and (iii) our Chief Administrative 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 | 2024 | $1,000,000 | $2,000,000(3) | $30,000(3) | $— | $170,992(7)(8) | $3,200,992 | | Chief Executive Officer | 2023 | $190,972 | $— | $7,000,005 | $— | $94,673(4)(8) | $7,285,651 | | Amanda Coussens | 2024 | $500,000 | $500,000(5) | $515,006(5) | $61,484 | $225,814(6)(7)(8) | $1,802,304 | | Chief Financial Officer | 2023 | $400,000 | $167,492 | $320,526 | $236,040 | $86,968(6)(8) | $1,211,026 | | Mark Hood | 2024 | $500,000 | $500,000 | $— | $153,709 | $152,594(6)(7)(8) | $1,306,303 | | Executive Vice President and Chief Administrative Officer | 2023 | $300,000 | $117,492 | $143,745 | $136,526 | $33,630(8) | $731,393 |
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 2024 and 2023, 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 2024 and 2023, 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 2024 Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"). (3) On March 8, 2024, Mr. Sarsfield was granted restricted stock units in connection with his election to forgo $200,000 of his 2024 cash bonus, and such restricted stock units had a grant date fair value of $230,000 which was equal to 1.15 times the amount of the forgone cash bonus. See “Equity Awards-Luke Sarsfield” below for more information (4) This amount includes $80,000 of legal fees paid by P10 on behalf of Mr. Sarsfield associated with negotiations of his employment. (5) On March 4, 2024, Ms. Coussens was granted restricted stock units in connection with her election to forgo $100,000 of her 2024 cash bonus, and such restricted stock units had a grant date fair value of $115,000, which was equal to 1.15 times the amount of the forgone cash bonus. See “Equity Awards-Amanda Coussens” below for more information. (6) This amount includes payments received in respect of the individuals carried interest awards. (7) This amount includes dividends paid related to RSUs granted to Mr. Sarsfield, Ms. Coussens, and Mr. Hood. (8) This amount includes (i) a negligible amount of premiums paid by the Company and (ii) 401k employer contributions.
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 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, 2024, 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 31, 2024, the last business day of our fiscal year, of $12.61.
Outstanding Equity Awards at December 31, 2024
| | 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 | 2024(1) | — | — | — | $— | | 28,786 | $230,000 | — | — | | | 2023(2) | — | — | — | $— | | 436,205 | $4,000,000 | — | — | | Amanda Coussens | 2024(1) | | | 20,000 | $7.99 | 3/4/2034 | 14,393 | $115,000 | — | — | | | 2024(3) | | | | | | 62,579 | $500,006 | — | — | | | 2023(4) | — | — | 55,325 | $9.93 | 3/9/2033 | | | | | | | 2022(5) | | | 39,713 | $12.30 | 3/2/2032 | | | | | | | 2021(6) | 6,650 | | 63,350 | $8.07 | 3/2/2031 | | | — | — | | Mark Hood | 2024(1) | — | — | 50,000 | $7.99 | 3/4/2034 | | | — | — | | | 2023(4) | | | 32,000 | $9.93 | 3/9/2033 | | | | | | | 2022(5) | | | 9,928 | $12.30 | 3/2/2032 | | | | | | | 2021(7) | — | — | 17,500 | $15.87 | 10/7/2031 | | | — | — |
Outstanding Equity Awards at December 31, 2024
(1) On March 8, 2024, 28,786 restricted stock units were granted to Mr. Sarsfield and on March 4, 2024, 14,393 restricted stock units were granted to Ms. Coussens, in each case, all of which vested on the first anniversary of the grant date. On March 4, 2024, Ms. Coussens and Mr. Hood were granted 20,000 and 50,000 stock options, respectively. These stock options have a 5-year vesting period and vest 25% on the second, third, fourth, and fifth anniversary of grant, subject to the recipient’s continuous service through such date. (2) On October 23, 2023, 654,308 restricted stock units were granted to Mr. Sarsfield, which will vest on the first, second and third anniversaries of the grant date, subject to the recipient’s continuous service through such date. (3) On March 4, 2024, Ms. Coussens was granted 62,579 restricted stock units, which vested on the first anniversary of the grant date. (4) On March 9, 2023, 55,325 and 32,000 stock options were granted to Ms. Coussens and Mr. Hood. These stock options vest on the fifth anniversary of the grant date, subject to the recipient’s continuous service through such date. (5) On March 2, 2022, Ms. Coussens and Mr. Hood were granted 39,713 and 9,928 stock options, respectively, which vest on the fifth anniversary of the grant date, subject to the recipient’s continuous service through such date. (6) On February 2, 2021, Ms. Coussens was granted 70,000 stock options. On the date of the Company's IPO, 6,650 of these stock options vested and became exercisable. The remaining 63,350 vest on the fifth anniversary of the grant date, subject to the recipient’s continuous service through such date. (7) On October 7, 2021, Mr. Hood was granted 17,500 stock options, which vest on the fifth anniversary of their grant date, subject to the recipient’s continuous service through such date.